Mare-Do-Well: Moongate Asylum
by SirPotato
Summary: Dr Atmosphere is in control of the madhouse now! Mare-Do-Well will have to pull out every trick in the book to defeat his master plan! Mare-Do-Well is based off the Mare-Do-Well in the fanfic Waking Nightmares by KnightMysterio. Moderate swearing. Nothing too bad though. Cover by lordbojangles or something like that.
1. Escape

**Just so you guys know the Mare-Do-Well character is based off a character in the fanfic "Waking Nightmares". To learn more about this, search up the story and go to Chapters 6-7.**** Mitta is an OC used in a fan game made by Donitz. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Escape**

The moon cast the city of Manehatten in a heavenly glow. Ponies bustled here and there for night-time work, seeing loved ones and for some, seeing what kind of cash the rich ones had.

The latters had a habit of looking around every now and then nervously, fearing that they would be caught by the silent guardian of the city. They shouldn't have bothered though. The said guardian was busy at the moment.

At the police station a radio turned on. It was a breakthrough in technology and it was made for a specific purpose. Through the speaker, it crackled a bit, then a voice came out.

"Dr Atmosphere has been apprehended. Mare-Do-Well is en route to Moongate Valley."

A dark blur passed overhead the city, carrying with it a white pegasus stallion with a gear Cutie Mark. He was wearing a white lab coat and anyone could have mistaken him for a normal scientist. He was anything but that though.

"Let me go!" The pegasus shouted. "I have bombs on me you know! All I have to do is press this button."

The dark blur ignored him. It wasn't really in the mood for talk.

They flew towards a valley in which a large, metal building stood out. It was the safest building in the city. It housed several of Equestria's largest threats. It was commissioned by Princess Luna herself.

It was called Moongate Asylum.

* * *

The large metal doors opened, revealing Mare-Do-Well and her captive, Dr Atmosphere. The former had her face completely masked, not showing any expression. The latter was looking at the ground, his expression neutral.

Mare-Do-Well picked him up with telekinesis and shoved him forward, pushing him towards the other end.

An earth pony wearing a sophisticated suit stood silently as they walked over to him, his distaste obvious. His coat was dark brown with an orange mane and tail. His Cutie Mark was a screw underneath a circle with a cross through it. He had a badge on his breast pocket that read 'Warden Point'.

Atmosphere sneered at the pony. "Well, well, well. If it isn't old Sharpie. Have you redecorated?"

"That's **Warden Point** to you." Point snapped. He turned to one of the guards. "Nut!"

The guard nodded and walked over to Atmosphere. "Ah, Nut." Atmosphere noted. "How are your wife and kids, hmm? Do they miss me?"

"Shut it, Atmosphere!" The guard got up in his face. "A lot of ponies here want to talk to you."

He and two other guards walked him over to a portable restrainer.

"I can walk, you know." Atmosphere complained irritably. The guards ignored him and strapped him in. "I said-! Oh never mind. Just don't crease the jacket."

Point growled. "Get that filthy degenerate out of here."

Underneath the mask, Mitta frowned. She couldn't shake off the feeling of uneasiness. "Warden, something's not right." She said in the voice of Mare-Do-Well. "I'm going with him."

Point frowned at her, clearly not wanting her to go. But he nodded, showing his permission.

The small group walked through the doors, into Intensive Treatment.

Mitta looked at a guard next to her and asked "Is Princess Twilight here yet?"

"Yes ma'am!" The guard responded. "She's, err, waiting down in Patient Handover. She got here just before you did."

A few bright lights snapped on. "Still love your cameras, Sharpie?" Atmosphere called out. "This place is full of them! Where can a stallion get his privacy?"

"I want him locked up securely this time." He ordered. "Another escape and I will lose my support for mayor."

"Don't worry Warden. I've got every available guard watching over him. He won't escape this time." The guard replied.

"He better not Officer South. For your sake."

Mitta paused to listen to the Warden. He noticed, but continued anyway. "Atmosphere is one of our most dangerous patients in here. Curing him will cement my reputation. Inform Dr Heart that he's here."

Mitta walked over to the platform where the guards and Atmosphere were. The platform began going down.

"Look at all this low security." Atmosphere commented as they went down. He was in the tone that one uses when talking about the weather. "My space stations have better security than this."

When the platform landed, they wheeled him over to a large tunnel. It was a detector that told them whether the patient had illegal weapons on them. As they walked towards him, a voice came out from the speakers.

"New patient in the Intensive Treatment lobby." It chimed. "All non-essential staff to vacant the area."

They walked in, pushing in Atmosphere ("Home, sweet home my arse." He muttered.) and the door closed behind them.

"Tunnel's full!" Came the voice of a guard. "Start the scan."

"Activating scanner." came the voice of another guard behind the glass.

"Well," Atmosphere began in a conversational tone as a blue light came down over them. "I won't deny that this is much better that the body search."

All the lights in the room suddenly turned red. "Multiple prohibited items." The guard behind the glass said.

"I want Atmosphere searched again!" Another guard snarled.

"Erm…" The first guard began. "It's not coming from Atmosphere, it's… uh…"

"Oh please." Atmosphere sighed, looking over at Mitta. "What did you sneak in this time, Do-Well? Throwing sticks? Guns? A snack or two?"

Mitta ignored him. He wasn't worth it.

"Scan's green on Atmosphere." The first guard said.

"Get him out."

The doors opened again, allowing them out. They walked out with Atmosphere, who looked at a guard with only three legs.

"I want weapons and magic on him at all times." The guard growled. "Do not let him out of your sight."

"Tell me Hook, don't you think it's time for spring cleaning? There might be a lot of _spiders_ in your closet." Atmosphere retorted.

The guard glared back at him. Atmosphere then turned to a doctor who was looking at him apprehensively. "Ah, yes. You. We have a lot to do together."

The doctor looked uneasy. Mitta shrugged it off as being near one of the most dangerous pegasi in Equestria. They continued forward, pushing him through the hall.

A screen on the wall sparked to life. "Good evening new patient. I'm Warden Sharp Point. Remember to take your medication…"

"Oh boy." Atmosphere muttered. "It's the 'Warden Idiot Show'. I've forgotten how much I hate this place."

As they walked past the cells, the inmates inside them looked at Atmosphere. One started chanting. "At-mos!"

"Quiet!" The guard snapped.

"At-mos!"

"At-mos!"

"Quiet!"

"At-mos!"

"At-mos!"

"AT-MOS!"

"I thought I told you to be quiet!"

"You know…" Atmosphere pondered. "They should really change the wiring in the prison. My stallions could have been hurt in that unfortunate fire."

They reached the door, where a canary yellow Pegasus stood, quaking.

Mitta raised an eyebrow under her mask. "You're new." She commented.

Fluttershy managed a smile. "I-I came here to help some of the patients with physical injuries. Right now I need to check your prisoner."

"Yeah, whatever!" Nut snapped. "Just be quick."

Fluttershy eeped. "I'm so sorry, I'm just following procedure."

She went up to Atmosphere, who looked at her the same way one does with an ant. Before crushing it.

Fluttershy gulped. She looked him over. "Th-the patient looks like he's suffered minor p-physical injuries in the last two hours. Eyesight a-appears to be normal."

This was obvious, as Atmosphere was tracking her every move. Looking very scared indeed, Fluttershy continued. "No obvious broken bones. There seems to be-"

"BOO!" Atmosphere yelled suddenly.

Fluttershy yelped and jumped backwards. The guards turned their guns towards Atmosphere, who was laughing now.

"Sorry." He choked. "Couldn't resist. I mean, obviously she still remembers the time that I kidnapped her." He gave Fluttershy an unpleasant grin. "Here's a question. Do you remember the first or second time?"

Poor Fluttershy was clearly terrified now. She whimpered and hid behind a guard. The doctor that had previously appeared uneasy strode up to them, looking angry at Fluttershy's treatment. "He's fine. Get him out of here!" The doctor snapped.

As the small group walked through the doors, Mitta turned back to see the doctor comforting Fluttershy, who was casting fearful looks at Atmosphere.

Mitta glared at Atmosphere. He was obviously enjoying this.

As they walked to the elevator, a chime sounded, then the voice that sounded in the scanner spoke up again.

"Alert, in Intensive Treatment. 'Extremely High' risk level patient in transit. Pacification system active. Shoot to kill permissions granted."

"You heard her!" A guard said. "We've got another psycho on the way!"

As the elevator went up, Atmosphere 'entertained' them with some commentary. "Ah, now who could this be? Extremely high… Might be Jeff, I heard he was in here… Maybe they've changed Flower Power's rating… Ah, Arachnid! Good to see you!"

The elevator had risen to its full height by now. Then what could only be described as a giant spider climbed out of the elevator.

Its body was gigantic and hairy, from the swollen abdomen to the eight legs on it. Where its head would be was the torso of a brown earth pony. The only difference with the head of the creature was that instead of two big eyes that most ponies had, it had eight black, small and beady eyes.

"Get ready!" The lead guard said, a note of fear in his voice. "Keep your weapons and your magic trained on it at all times!"

"It looks angry." Whispered one guard.

Arachnid suddenly stood still. He sensed a presence, a presence that he hated. He turned to the source and snarled when he saw Mitta.

"**I've got your scent, Mare-Do-Well.**" The creature hissed. "**I will hunt you down.**"

Most ponies would have whimpered in fear at this, or run away. Mitta just stared at it coldly.

"Get that… that **thing** under control!" Yelled a guard.

A collar on Arachnid's neck suddenly sparked, sending the spider down in pain. He writhed for a moment, then stood upright when the shock stopped.

"**A toy collar won't stop me!**" He snarled. He skittered over to a room. "**I will kill you. I will feast on your blood…**"

A tense silence filled the room. "Yes." Atmosphere said suddenly. "He definitely needs to do some spring cleaning."

"Ok, move up!" Nut barked. The group walked into the elevator, the doors closing as they got in. The elevator went down.

"When you think about it, tonight is a great night for a party." Atmosphere commented.

"Not where you're going." Mitta pointed out.

"You think so, do you?" Atmosphere sneered. "I still have a few things up my…" Atmosphere looked at his front leg. "Sleeve? Pocket? Whichever."

"Oh really?" The second guard said. "Without any of your famous machines?"

Atmosphere smirked. "Well, in a matter of speaking, yes. I mean, don't you think it even a _little_ bit suspicious that a fire at Manehatten General Prison caused hundreds of my henchstallions to be moved here?"

"Remember when I told you to be quiet?!" Nut snapped.

"Nut, if you honestly think that I'm going to listen to a word you say, then you really did fall on your head at birth."

Mitta glared at him, a question forming in her mind. "Tell me something. You've never let me catch you this easily before. What do you really want?" She asked.

"The usual." Atmosphere replied. "Cloudsdale being destroyed in a tragic tornado that destroys every last bit of it," A massive grin appeared over his face. "The Rainbow Factory, being constructed and sending weather all over Equestria. And dear Fluttershy, finally being punished for being such a **terrible** flier."

Atmosphere leaned in towards her. "And tonight, I will finally accomplish that dream, thanks to you and a box of matches. Was that the answer you wanted?"

A television screen next to them turned on, presenting them to Warden Point again.

"All patients should avoid contact with prisoners from Manehatten General Prison." He said. "Their presence in our institution is-"

The elevator suddenly shuddered, the lights flickering and going out.

"What's going on?!" The second guard said fearfully.

"Someone get Atmosphere!" Nut shouted.

Mitta obliged. Summoning her magic, she forced a telekinetic hold on Atmosphere's neck. He immediately choked.

"Someone get a light on him!" The second guard ordered.

The lights flicked back on to reveal a black glow around Atmosphere's neck.

The T.V. turned back on. "-temporary. Once again, I emphasize, all Blackgate prisoners should be considered dangerous and must not be approached." The Warden on the screen finished.

"Let… go of me, you loathsome bitch!" Atmosphere managed to choke out.

She let him go, albeit reluctantly. He gasped for breath and glared hatred at her.

The elevator landed. A guard standing outside the doors said "Our guest has arrived."

The chime sounded again. "Intensive Treatment lower floors now at level Red Alpha."

"So you're back. You killed three of my crew when you last busted outta here." The guard growled.

"I did, did I?" Atmosphere asked as he was pushed towards another door. "Well at least Cane's wife wouldn't have been lonely, you would have seen to that."

"And what the hell's that supposed to mean?" The guard yelled, advancing towards him. Mitta stopped him with a foreleg. He frowned at her but stood down. She continued into the hall down to Patient Handover. When they got there, Mitta spied a lavender alicorn at the front desk.

Twilight wrote her name with a quill onto some paperwork and sighed. She had just laid down the quill when she heard someone say behind her "Long night, Twi?"

Twilight chuckled, looking over at Mitta. "Atmosphere invades City Hall and holds the Mayor hostage, leaving it to me to take care of my friends, the army, SWAT teams, the media and on top of all that, you." Twilight replied. "Yeah, it's been an interesting night."

"Hopefully the last we'll ever have with him." Mitta muttered.

Mitta and Twilight walked together. "Where's Spike? I thought you took him everywhere when you needed paperwork done."

Twilight cringed. "Well…"

Before she could answer, a pink, hyperactive, poofy thing zoomed up to their faces. "Well, duh! She takes him everywhere to do paperwork but she didn't feel comfortable taking him to a place with bad guys and crazy guys and stuff so she left him at home for Rarity to take care of him and I think that he was really happy about this but I can't tell you why because that would break my Pinkie Promise and I can't break my Pinkie Promise because that is the most important, most Pinkieish, most unbreakable…"

Mitta lost track of Pinkie after a while. She looked over to Twilight and raised an eyebrow underneath her mask.

"…Yeah, in a nutshell." Twilight said. "Personally, I didn't want him to see Arachnid."

"Can't blame you for that." Mitta said.

They walked (or in Pinkie's case, bounced) over to Patient Handover. When they got there however, a guard stopped them. "Hold it there! Sorry Mare-Do-Well. Moongate staff only."

"I assure you officer, Mare-Do-Well is perfectly capable of handling a few inmates." Twilight assured.

The guard looked uneasy. "Look, I'm sorry your highness. I appreciate the assistance, but she'll unsettle the more violent inmates."

Meanwhile, Pinkie had gone over to Atmosphere, who was being taken out of the restrainer and cuffed. "Hey, aren't you the one who kidnapped Fluttershy? Twice?!" Pinkie accused in her hyperactive way. "How can you be so mean?! Fluttershy is sensitive, that's why I don't play pranks on her, Dashie's a prankster too, she showed me before her meaniepants friend Gilda came and upset Fluttershy, you two have a lot in in common, you'd be good friends with her, maybe I can get you to know her and dadadadadadadadadadadada…"

"You know," Atmosphere said loudly over Pinkie's constant yabbering. "You and Pinkamena have a lot in common."

That shut Pinkie up.

"Obviously, there are the physical similarities," Atmosphere continued. "But… I've noticed that there are some… personality similarities as well."

This struck a nerve with Pinkie. She stood up straight and glared at him with a very un-Pinkie like look. Then she spat in his face.

Atmosphere recoiled, then wiped off her spit with a wing. He smirked, getting pushed along by the guards. "Did I touch a nerve?" He asked sarcastically.

Pinkie looked furious. As Atmosphere was pushed roughly into the room, she came up to the others and hissed. "I am **nothing** like her."

Mitta would have agreed, but her mind was wandering elsewhere. Twilight noticed this, and asked "Something on your mind?"

Mitta nodded. "He gave up almost without a fight. I don't like it."

Twilight shrugged. "At least he's back where he belongs."

They went into the observation room, looking out onto the handover.

Atmosphere tripped over, landing on the ground with an "Oof!"

"Get up!" The guard escorting him ordered.

Atmosphere started to comply. Then, he suddenly smashed his head into the guard, stunning him. Grinning madly, he threw his cuffs over the guard's neck and began to throttle him to death.

Twilight gasped, Pinkie cried out "No!" and Mitta raised forward.

"Atmosphere's loose!" She said, alarmed. She turned to one of the guards. "Alert the Warden!"

As the guard slowly started to die from suffocation, Mitta prepared to teleport inside.

It didn't work.

"What?!" She gasped. "Why can't I teleport in?!"

"There's an anti-teleport spell!" Twilight answered, horrified at the guard's incapacitation. "It was placed to prevent breakouts!"

Mitta cursed, turning around and bucking the glass with her hind legs, cracking it.

Meanwhile, the guard had died from oxygen starvation. He turned to the doctor and snarled "Uncuff me!"

Terrified, the doctor obliged, getting the keys from the guard and letting him free. The moment he did, Atmosphere head-butted him, knocking him unconscious. He strode up to the door, looked at the security camera and said "Honey, I'm home!"

The magical incapacitating doorway disappeared.

_Oh, come on!_ Mitta wailed inwardly. She gave the glass a few more kicks and completely broke it. She dived out but it was too late. Atmosphere had went beyond the doorway.

As the barriers reactivated, he turned around and grinned at her. "Welcome to the madhouse, Mare-Do-Well! I set a trap, and you set it off without a hit!"

The cell doors on the sides opened, allowing three MGP prisoners out. "Now then, let's start, shall we?" Atmosphere taunted. Then he ran into the opposite observation deck.

The prisoners surrounded her, nervous, but confident. Mitta smirked. Three prisoners weren't a problem. They were an inconvenience.

"Kill her!" Atmosphere's voice came from the comm link.

Mitta bent her head down and blasted the first prisoner with a magic blast. He flew backwards and hit the opposite wall, slumping down, unconscious.

She turned to the second prisoner, who wasn't as confident as before. He turned around and tried to buck her. She turned around, flipping him over on the way and as he turned upside down, she bucked him in the stomach.

He hit the ground, groaning in pain. He got back up though. That was okay. She turned to the last prisoner and held him in a magical grip. She then threw him, headfirst, into the second prisoner. They both fell down, senseless.

"What the hell was that?!" Atmosphere asked over the audio. "I expected more from ponies who have a combined sentence of 843 years in jail!"

The remaining prisoners were allowed out of their cells. "I hope that you idiots can do better than the others! Now destroy her! I have things to do." Atmosphere ordered. Then he ran off.

Four prisoners surrounded her, uneasy. One came out and tried to head-butt her. She responded by jumping up and bringing her hooves onto his head on decent. The prisoner's head collided with the floor. She then suddenly flew towards the next inmate. His eyes widened as she slammed him into the wall and bashed his face in.

She noticed that a prisoner was trying to sneak up on her from behind. She suddenly bucked him in the face, sending him reeling into the ground. Then the fourth and first prisoners rushed at her from different directions. Then they both tried to punch her. She dodged this by ducking down and letting them punch each other in the face.

They both fell down. The first prisoner charged at her. She flew up and picked him up around the chest. Then she threw him into the third inmate, who was just getting up. They collided with each other, sending them into the wall.

At this point, all four inmates were struggling to get up. "Come on, colts." She taunted at them. "I'm starting to have fun here."

The first inmate raised his front hooves and tried to bring them down on his head. At the same time, the fourth inmate tried to buck her. She flipped the first one over her head, bringing him into contact with the fourth stallion. He looked hopeful when his back hooves came into contact with something, but was knocked out by a swing by Mitta's hoof.

The other inmates looked at each other fearfully. Then they both charged at her, full gallop. She just spread out on the ground, causing them to trip over her. She went over to the third inmate, picked up his head with her teeth and brought it back down to the ground. The fourth, terrified now, tried to get up. So Mitta bucked him in the face. He fell down, finally out.

In the observation deck, Twilight pressed some buttons and cursed. "The system's jammed! We're stuck in here. Atmosphere's in full control of the security gates."

"I'll find a way out." Mitta reassured her. "Twi, try and contact the Warden. Let him know what's happened."

"Taken care of." Twilight replied. "Pinkie's on her way now."

"Good. Don't worry. I'll be back."

"Don't make promises you can't keep, Do-Well." Atmosphere suddenly appeared on the screen. "I'm in control of the asylum now. You aren't going anywhere I don't want you to. Understand?"

Mitta glared at him. "If you think that I'll just let you run…"

Atmosphere laughed. "How heroically cliché. If you don't want me to run, then why don't you come and find me?"

The barriers leading to where Atmosphere went suddenly went out.

"You realise it's a trap, right?" Twilight asked.

Mitta turned to the now unblocked passageway. "Of course it is." She replied.

* * *

**Author's notes**

**Before anyone asks, yes, I am a brony. You don't have to like it, but you have to deal with it. I'll try and keep this as updated as possible. However, my main priority is Marines and Elites. I'm kind of fond of that one.**

**Thanks for watching.**

**Potato.**


	2. Chase

******The Mare-Do-Well and Jeff characters are based off the character from the fanfic 'Waking Nightmares', written by KnightMysterio. Moonbow Peek is an OC made by nightelf37. Mitta is an OC used in a fan game made by Donitz. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Chase**

* * *

Mitta walked down the corridor, seeing dead guards here and there. It infuriated her, so she picked up her pace. _Everywhere that madman goes, death is sure to follow. _She thought to herself.

As she walked through, the chime lady sounded. "Warning!" She said. "Security breach in level B3. Warning! Security breach in level B2."

She turned a third corridor, running now. Two inmates came out from the intersection, clearly hoping to ambush her. She merely smashed their heads together and kept running.

"Warning! Security breach in level B8. Warning! Security breach in level B1."

The voice continued. As Mitta looked to the left, she noticed an unconscious guard. She ran to him as he started to get up.

"What happened?" He groaned.

"Atmosphere escaped." Mitta replied. "You're lucky to be alive."

The guard, looking terrified, said "He must have gone this way! Door's jammed. I'll try and get it open."

Before any of them could do anything though, the radio on the guard's chest beeped. A voice came out of it.

"We need help in Pacification. I repeat, we need backup in Pacification. Can anyone hear this?"

"Can you hear me?" The guard asked. "I'm with Mare-Do-Well. Hello?"

"Where's Pacification?" Mitta asked.

"Back down there. You need help?"

Mitta thought about this for a moment. Then she said "No. I work better alone."

"Jeff is free!" The guard on the radio sounded panicky now. "Oh Celestia. He's got Atom!"

"Fishbait, can you hear this? If you can, help's on the way."

Mitta turned and ran down the corridor to Pacification. As she ran, she remembered something. She clicked on her headset radio. "Moonbow, can you hear me?"

"Yes I can." Moonbow replied. "What do you need?"

"Atmosphere's broken loose. He's running free in Moongate."

"Atmosphere…" Moonbow mused. "Which one's he again?"

"The mad scientist. Builds ridiculous contraptions. Obsessed with the Rainbow Factory story."

"Ah. That one." Moonbow sounded worried. "Is the Princess okay?"

"She's fine. For now." A thought struck Mitta. "Where's her bodyguard, Chronicle? He's a good fighter, he did manage to defeat Arachnid once."

"I'm afraid not. He's on leave to tend to some family matters."

"I see. I'll stay in contact."

Mitta turned off her radio. By now she had walked up to a door which she guessed leaded to Pacification. She went through, where two guards were looking through a pacification gate.

"Let him go!" One shouted. "You'll only end up in more trouble if you continue!"

Mitta walked up to one of them. He turned and breathed a sigh of relief when he saw her.

"Thank Celestia. It's Jeff. He got Nitro Atom and strapped him in the chair. Jeff has totally lost it!" He said, close to panicking.

"Wait here." Mitta ordered.

"We can't! If he sees anyone trying to get close, he'll kill Nitro." The guard responded.

She looked through the barrier. A guard with a white coat and a red mane was strapped to the electric chair, the activator being held in the magical grip of a unicorn.

His coat was grey, but that wasn't the scary thing. His face had a mouth that was bloody at the ends but that wasn't the scariest part. The scariest part was his Cutie Mark. It was a knife slash, with the flesh pulled away to reveal the bone, making it look like an actual wound.

Jeff looked at Mitta and snarled. "If I see **anything** that looks even a little bit like a superhero, then this guard dies. **Do you hear me?!"** He pressed the button, electrifying the guard.

"He won't see me." Mitta said coldly.

She walked to a stairwell, climbing up to the upper level. After dodging a few computers, she spotted a doctor on another computer, trying to do something. When she noticed Mitta, she said in a Prench (French) accent "This is disgraceful. How did a patient like Jeff get free?"

"We'll worry about that later." Mitta replied.

The doctor looked at him. "He wants to kill the guard, you know. He **needs** to kill the guard."

Mitta chose not to respond to that. She went to the balcony, which provided her with a view of Jeff and the guard.

"Please." A guard on the balcony begged her. "Jeff has got my buddy. You've got to save him!"

"Keep him occupied." Mitta ordered. "I need to get behind him."

_But how?_ She asked herself. _He'll see me coming on the ground, and he'll hear my wings flapping. _She looked around, spotting a gargoyle statue on the wall. _These old gargoyles should be able to support my weight. After all, I don't weigh much._

She jumped up to the gargoyle, climbing up onto it. She wasted no time in jumping to the other one, then to another one behind Jeff. She looked at him, imagining her alignment, then made a dive towards him.

Inside Jeff's twisted mind, he looked at the guard he was imprisoning. He looked absolutely terrified, which suited Jeff. He liked it when his victims were scared. It was better when he had his knife though. He looked back at the guards begging him to stop. He couldn't see Mare-Do-Well anymore, which made him slightly suspicious. Where was she, if not storming up to him to try and save the guard's pathetic life?

As if to answer this question, two hooves slammed into the back of his head, knocking him to the ground.

Dazed, he tried to figure out what happened. He didn't see her! She couldn't have gotten behind him!

Then he though no more, as Mitta grabbed his mane with her teeth, then slammed his head into the ground.

The guards as a whole breathed a sigh of relief. "Someone put this animal back in his cell." One of them ordered.

As they dragged Jeff away, an anti-magic band on his horn, some televisions flicked on. Mitta went up to them, a familiar voice coming out of it. "Can you hear me? Is this thing on?"

The image stilled, revealing a pink unicorn mare with straight, pink hair, blue eyes and a cupcake Cutie Mark. When she saw Mitta, she grinned. A sadistic, demented grin.

"Finally! I was beginning to wonder whether this was the right channel or not!" She said happily, bouncing back in a disturbing familiarity.

"Pinkamena." Mitta snarled. This actually explained how Atmosphere was able to get past the pacification barrier.

"In the flesh!" She chirped happily. "What, aren't you happy to see me?"

"What do you want?" Mitta spat. She had no wish to talk to Pinkie's insane cousin.

"The usual! Ponies dying in pain, being turned into my lovely cupcakes…" She suddenly stood up straight. "Oh! I forgot! I gotta show you something! One second!"

She disappeared off screen, then returned with two chairs tied together. In those chairs were Warden Point and Pinkie Pie, respectively. They both had gags over their mouths.

Pinkamena put a forehoof over Point's shoulder. "I'm now subbing for the old man!" She stroked Point's head. "Old Sharpie's never been happier. And, I took this as an excellent opportunity to meet my **dear** cousin!"

Point had a mixed expression of terror and outrage. Pinkie merely gave Pinkamena a look of deepest loathing.

"In case you haven't figured it out," Pinkamena walked closer to the camera. "Today's Atmosphere's big homecoming, and you're the guest of honour. Well, that's what he told me anyway."

"Why even work with Atmosphere?" Mitta asked.

"Why wouldn't I? I've always wanted to punish the pigs that work here. I even baked a batch of them!" Pinkamena went off screen again, coming back with freshly made cupcakes, with various bloody Cutie Marks stitched onto them.

Pinkie looked away from them, tears forming at her eyes. Point stared at them, looking horrified.

"Sorry, MDW. Gotta go. Stuff to do, ponies to kill, that sorta stuff. See ya!" And with that, she bucked into the camera, destroying it.

Mitta's radio beeped. "Mitta!" Moonbow said. "Are you getting this?"

"I hear you. What's happened?"

"Moongate Asylum just vanished!"

"How?"

"Magically. One moment, it's there, the next, its gone invisible."

"Atmosphere has some unicorns in here. They probably casted a disillusion spell."

"That's not all he's done. All police feeds are reporting that he's placed bombs all over every major city, including Ponyville. He says he'll detonate them if anypony sets hoof in Moongate Valley."

"It's being suppressed at the moment, but the story will break at any moment."

"He's lying." Mitta said. "It's just a diversion to keep ponies away."

"How do you know?"

"I know him." Mitta hung up.

"The room's locked down. I can't open the gate. We're trapped in here!" A guard called out.

Nitro Atom sat up, then said. "Try the radio. Control should be able to override the gate."

"Atmosphere's in control." Mitta pointed out. "He's probably the one who shut it down."

The guards looked crestfallen at this, but Mitta had just walked over to a small grate. Using her magic, she pulled the grate off the wall, putting it to the side.

"Hey," One of the guards pointed out. "Mare-Do-Well found a way out! She ripped the grate off from the wall!"

Mitta crouched down onto her belly and crawled into the air vent. As she followed it, she heard Moonbow talk. "Mitta, I'm giving you an insight to the guard radio feed."

Over the radio, she heard some gunshots. "Red Dot, more MGP prisoners. By the boiler!" She heard a guard say.

"Who's that behind them?" The one supposedly called Red Dot asked. There was silence for a moment, then he started talking again, scared this time. "Dear Celestia… It's Atmosphere. He's free, how'd he break out?!"

The radio suddenly shut out. "Sorry." Moonbow apologised. "The feed's down. It's ridiculous, the comms are going up and down like crazy. It's no good, I'll keep trying."

Mitta pushed a grate open, seeing a guard opening a door. He ran inside, her following him once she got out of the grate. The door was marked 'Decontamination'.

The chime sounded. "Warning: Decontamination Room. Toxins detected."

The guard looked through the window, horrified and swearing. The ponies in there were thrashing about, looking at things that weren't there, all the time looking terrified. Some scuttled away like there were bugs crawling up to them. Some cowered like they were receiving an invisible beating. During all this, a green gas swirled around them. Mitta was well aware of what this gas was.

"Warning: Decontamination Room. Area sealed." The chime sounded.

A metal plate rose above the glass, hiding the ponies from view. The guard swore again and said at the room at large, "What is that stuff?!"

"Fear Toxin." Mitta sadly. "It's a poison gas that makes anyone see their worst fears before dying."

"I can see some survivors." The guard said panicky-like. "Are you going to help them?"

Mitta answered by flying up an opened air vent into the room full of toxin. _This isn't a simple escape attempt._ Mitta though as she pushed open another grate. _Atmosphere's been planning this._

She jumped onto a wire platform. A guard was desperately hanging onto it with his teeth. When he saw Mitta, his eyes widened and he made some odd sounds. Mitta grabbed his mane with her teeth and pulled him onto the platform. "You'll be fine." She said. "Stay here."

She jumped to another platform, where another guard had managed to haul himself up. He noticed Mitta. "Mare-Do-Well's here! Just hold on a little longer Potato!"

Mitta blinked. _Potato?_

She had no time to wonder about this though, as the said guard was trying to hold on with a hoof on a ladder bar.

"I can't!" He cried. "I'm gonna fall!"

Mitta flew up and hauled him onto the platform. "I'm going after the animal that did this." She growled.

"Mare-Do-Well!" The guard below her said. "The extraction system! Potato was trying to get to the control panel at the end of the room!"

Taking note of this, she flew to another platform. To her surprise, a prisoner was holding onto the edge of it.

"I can't believe he left me here!" He snarled. "That son of a…" He noticed Mitta, and groaned. "Oh great. Just my luck, Mare-Do-Well…"

After a short debate in her head, she pulled him up, to the surprise of the convict. He turned to give her a gratifying look before being punched in the face.

Satisfied, she looked around, noticing a control panel in an office that was drenched in the toxin. She took out a blunt throwing knife, did a few calculations and threw it at the panel. It immediately activated, turning on the fans. The toxin soon flew out of the room.

"Attention." The chime sounded. "Air purity is now at normal levels. Attention. Decontamination Room access is now permitted."

"Woohoo!" One of the guards called out. "Go MDW! You rock! Atmosphere doesn't stand a chance!"

Mitta smirked at this, then walked through a door opposite the way she had come in.

When she entered, Atmosphere's voice echoed from the speakers.

"What are you waiting for?" He asked. "I'm so close that you can almost smell me."

She walked along, two inmates coming up to her. One tried to buck her, so she ducked down and attacked the other one. Slamming him against the wall, she picked him up with magic and threw him at the other. They both went down.

She walked over one of them and slammed his head into the floor. The other recovered before she could do the same to him and she just turned around and kicked his head. Then she continued walking down the corridor.

She entered a room where Atmosphere was standing on top of a metal crate suspended by a chain.

He smirked as she walked in, asking, "What took you so long?"

"There is no escape, Atmosphere." She growled. "I will find you."

"Oh, I'm counting on it. But, not yet."

In his wings, he held a button. When he pressed it, the door to the crate opened, stepping out of it was what could only be described as a monster. It stood on two legs and its right foreleg was giant. On both hooves were gigantic claws. Its eyes glowed green. It snarled at her as it walked out.

"Scary, isn't it?" Atmosphere said conversationally at Mitta's shocked face.

It glared at Mitta for a moment, then charged at her. She dodged it, still utterly shocked that Atmosphere managed to turn a pony into this thing. It was like Beast on steroids.

It charged at her again, to the same effect. It glared at her, then picked up a fallen guard and threw at her. As she dodged it, she could hear the snap of the guard's back.

It did this again a few more times before charging at her again. She ran in to see if she could knock it out. It looked at her punch and kick it for some time before slamming its fist into the ground.

She flew back, knocked off by the shockwave it caused. Dazed, she looked around blankly for a few moments before noticing the thing charge at her.

It smashed into her, forcing her off her hooves and into the wall. It raised its fist to pummel her but she blasted it with magic, forcing it to let her go. Then she ran off before it could do the shockwave attack again.

Bellowing with frustration, it charged at her again. Thinking differently this time, she threw a blunt knife at it before dodging. Briefly stunned, it blindly charged into the wall and crashed. Sensing an opportunity, she ran at it while it clutched its eye, punching it and kicking it a bit before it recovered. It did the shockwave attack again, but Mitta dodged it.

Now completely furious, it swung another few blows and charged at her again. Mitta threw another thrower and leapt out of the way. The creature slammed into the wall again. Mitta ran towards it to get another few blows in, but the creature swung its arm around, catching Mitta unawares. She fell to the floor, stars in her eyes.

She stood up dizzily, trying to catch her bearings. The creature however, recovered before she did and grabbed her by the wing. She struggled a bit before the creature threw her against the wall. Her wings hit the wall first.

She felt a surge of pain from her wings and she cried out in pain. Bracing herself on all fours, she vaguely registered that one, her wing was broken and two, she had been standing for some time now and the creature hadn't attacked her yet.

She looked up. Instead of attacking, the creature clutched its heart, then its head and finally, the green, unearthly light coming out of its eyes went out. The creature fell backwards, dead.

"Ah. Well that was unexpected, wasn't it?" Atmosphere said. He turned away, muttering something to himself. He turned back to her. "In the meantime, I need to go do some things. And I don't want you interfering."

"I will interfere." She replied, trying to ignore the pain in her wing. "I won't allow you to do those 'things'."

"Oh won't you?" Atmosphere raised an eyebrow. "How do you plan to stop me? Would you knock me down from here, making me fall into this bottomless pit?"

Mitta said nothing. She just stood silently.

Atmosphere chuckled. "There you go. You cannot and will not stop me. Goodnight."

And with that, a large metal door opened, the crate going inside and taking Atmosphere with it.

Behind a barrier, a guard groaned, climbing off the floor. He pressed a button and the barriers disappeared. Mitta walked inside.

"They came out of nowhere." The guard explained. "I dragged my buddy in here and powered up the gate. Must have passed out."

"What's through that door?" Mitta asked. "Atmosphere went through."

"We call it Extreme Isolation. Only way in is via the transport system."

"Open it."

"Okay, just need to call another transport."

He walked over to the console. After a few seconds, he frowned. "Something's wrong here. The main security loop is locked."

A screen flicked on. "Of course it is. I couldn't let you just follow me."

"Atmosphere!" Mitta snarled.

"Who were you expecting?" He asked mockingly. "Armour Shell?"

"There's no escape, Atmosphere!" Mitta snapped.

At this, Atmosphere laughed. "Why would I want to escape? I have business here, as you could plainly see from my little monster, and I'm not leaving until I've finished it."

"You won't finish it. I'll make sure of that."

"Oh really? With no Elements of Harmony to help you, I don't see how you can." He tilted the camera to a screen that was linked to a security camera. "I planned this all out before I even assaulted the town hall."

The screen showed Twilight and Nut in the same room. As she turned away from Nut, he brandished a nightstick and wacked her across the back of the head with it. She arched in pain, then fell unconscious.

"The Princess is on her way to Pinkamena as we speak." Atmosphere finished.

A jolt of fury passed through Mitta. _Traitor._ She thought.

Atmosphere leaned in towards the camera. "If I see you trying to follow me, she dies." He hissed. "Pinkamena's looking forward to it. Miss Sparkle will soon be inside a cupcake." The screen flicked off.

* * *

**Author's Notes**

**Sorry this was late. I had to ask for permission to ask to use a certain character. And on that note, thanks to nightelf37 for letting me use these characters! He's awesome, check him out!**

**As for why I've revised this chapter, it's to fix some upcoming plot holes. In the game, Batman can't fly so in order for this story to be as close to the game as possible, Mitta can't fly either.**

**Thanks for watching.**

**Potato.**


	3. Kidnapping

**The Mare-Do-Well character is based off the character from the fanfic 'Waking Nightmares', written by KnightMysterio. Moonbow Peak is an OC made by nightelf37. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Kidnapping**

* * *

Mitta glared at the blank screen for a bit more.

"The transport system is down." The guard said. "Best I can do is open the door you came in. Sorry."

This was okay. Mitta had a new objective: Find and rescue Twilight.

_I should go back to the holding cells. _She thought. _Nut wasn't too smart. He would have left a trail._

She left the room, her radio turning on in the process. "Mitta! What's happened?"

"Atmosphere's sealed himself off, but he's not my objective now. He's got Twilight."

There was a pause at the other end, then a weak groan from Moonbow. "Oh no…"

"Don't worry. I'm getting her back!"

"I know, but…"

"But nothing. I'm getting her back! Atmosphere will not win. I won't let him." Mitta sighed, deciding to explain her plan. "A guard named Loose Nut attacked her. I'm starting with him. If I track him, I'll find the Princess."

"Okay… Be careful."

Mitta hung up and stormed down the hallway. _If only Chronicle was here._ She thought. _Nut wouldn't have been able to attack Twi._

The televisions turned on, revealing a smirking Dr Atmosphere. "I'm willing to bet that you're wondering how I did it."

She tried to ignore him, but she actually did wonder how he had done it.

"Me and Nut go back a long way." He explained. "I helped him pay off debts at first and then, when I was attacking a suburb one day, I told him that if he became dead loyal to me, then I'll give specific orders not to attack his home and family.

"Of course, I kept my word. And he's been working for me ever since. He even gave me the security codes to help with my takeover. Should have looked at his background, should've you?" He taunted.

Mitta ran along the corridors, slightly annoyed with herself. When she reached an intersection, she heard a voice say, "Look at him. Not the big man anymore!"

Deciding that the owner of the said voice wasn't a guard, she crouched behind a corner. She glanced around and saw two MGP convicts near the entrance to the holding cells, looking down to a dead guard.

"The look on his face!" One of them laughed. "Thought he was going to wet himself!"

Mitta felt a surge of fury in herself. She pulled out a Thrower (the blunt knives) and chucked it at the prisoner. He went down, stunned.

The other one turned around just in time to see Mitta storm up to him. Panicking, he grabbed a pole with his teeth and swung it at her. She stopped it with her hoof, snatched it with her own teeth and hit him across the face with it.

The first convict got back up and ran at Mitta, trying to punch her with his forehoof. She knocked it out of the way and grabbed him in a magical grip. She then smashed his head into the wall. He groaned and fell unconscious.

The second convict tried to hit her with a magic blast but she dodged and retaliated with a blast of her own. He hit the wall and fell down, dazed. Mitta walked up to him, brought his head up and slammed it into the ground.

She bent down to the dead guard. Noticing that his eyes were open, she closed them and continued on her way.

Inside the room that Twilight was in, she looked around. Turning on her radio, she said, "Moonbow, I've reached the holding cells. I'm setting up a crime scene."

"What's the plan?" Moonbow asked. "Isolate something in the room unique to Nut?"

"Yup." She looked around. Using Rarity's excellent spotting skills, she soon noticed a flask of alcohol on the floor. "Here we go. Nut dropped his flask of whisky."

Moonbow chuckled in amusement. "Sloppy."

"Tell me about it." Mitta sniffed at it. "I can follow traces of alcohol from Nut's bourbon in the atmosphere."

"Ironic. You're following two types of atmospheres."

Mitta didn't reply. Calibrating her eyepieces, she soon found some particles of whisky in the air. "Well, I've got a trail."

"Good. Follow it. In the meantime, I'll get every reference to Moongate that I can find. It might be useful." The radio shut off.

Mitta followed the trail, down the intersection to the front desk. She stopped when she heard the phone ringing. She considered answering it, but someone else did before she could.

"Hello?" A mare's voice came from the phone. "I'm trying to contact Skybolt. Is he there?"

Mitta's heart sunk. She knew that voice.

"Skybolt? Wasn't he one of the colts that I first kidnapped?" Atmosphere's voice answered.

There was a pause. Then the mare's voice came back, full of hatred. "**You.**"

"Yes Rainbow Dash, me. I'm afraid that Skybolt is dead at the moment. He won't be coming back."

"You monster… he had a **wife!**" Rainbow shouted.

"I'm sure you'll comfort her. After all, you lead the gay pride parade, don't you?" Atmosphere let out a nasty laugh and hung up.

Fuming, Mitta stormed out the door to the elevators. A guard was trying to call the elevator, growling, "Come on, what's wrong with this thing?"

Mitta walked up, the guard muttering "Stupid, unreliable, piece of…" He turned to Mitta. "How did Atmosphere get free?"

"Be quiet!" Mitta snapped, trying to figure out something.

"What's going on?"

She ignored him, focusing on the trail of alcohol. Clearly, Nut had gotten into the elevator and taken it upwards. Before she could do anything though, a voice called out to her from above.

"Uh, uh, uh, uh! Atmos doesn't want you following us just yet."

Mitta glared up at Pinkamena, who was wearing her trademark demented grin. "So I devised a way to stall you for time."

In her magical grip, Pinkamena was holding a detonator. She pressed the button and an explosion sounded.

Mitta looked up. The elevator was hurtling down to ground level with no restraints. Eyes widening, she pushed the guard out of the way and dived for cover. The elevator crashed to the ground, smashing in a loud noise.

Mitta looked at the elevator, damaged beyond repair. The guard was groaning and lying down. Pinkamena was laughing at them.

"There you go! It'll take you longer to get up here now, and even longer to get through the welcoming committee!"

Mitta couldn't fly up, her recent injury prevented that. _I guess I'll have to do this the old fashioned way._

The guard looked up at Mitta. "I take it that this is Atmosphere's doing."

"Who else?" Mitta replied.

The guard growled. "I told them, he's a monster! They should fry him!"

"Calm down! I'll take care of it." As much as she hated Atmosphere, Mitta was against killing. Unless it was absolutely necessary, she would never take a life.

Mitta looked around. Spotting a platform, she pulled out a grappling device. She aimed at the edge and fired, the claw grabbing the edge and pulling her up. She did the same with another ledge. On the second platform, she noticed a small gap on the ledge. She debated how to grab onto it, eventually settling for using Pinkie's reality-warping abilities to somehow grab onto the ledge.

_This is weird. _She was shimming along the ledge with no clear way to hanging on to it. She reached a point where there was space to climb up but she had to crouch like she was in an air vent.

"Mare-Do-Well. I know you can hear me. I've decided to take the liberty to save something for you to listen to."

Mitta tried to ignore Atmosphere as she pushed open a vent but this sort of thing is hard to do when the said pony has control over every sound system in the building.

As she grappled up some ledges, Atmosphere continued. "Pinkamena and Nut are nearly out of the building with the princess. Before that, of course, they have to get past all those guards. Let's see how they're doing, shall we?"

"Hey Nut, what's going on?" A voice sounded over the loudspeakers.

"Atmosphere's got more stallions on the way. Coming around the front of the asylum. Gotta stop them getting in! Quick! Get over there!" Nut replied, for all the world sounding panicky.

"Dammit!" Said another guard, as Mitta ducked under an overhang. "C'mon. Everypony, cover the main entrance!"

"How many are there Nut?" A third guard asked. "Wait, hang on, how in Tartarus do you know what-?"

A sudden gunshot came from the speaker.

"Nut!" The second guard said as Mitta shimmied along another edge. "What are you doing?! No! Put it down!"

A second gunshot.

"Nut, what the hell?!" The third guard asked, sounding frightened.

A third gunshot.

"Pinks, it's clear!" Nut shouted. "Get your ass in here!"

As Mitta leapt over a small wall, she heard Pinkamena chuckle. "You're some piece of work Nut. A mare could fall for someone like you…"

"Stop flirting with the hired help, Pinkamena!" Atmosphere snapped.

"Hey, I have the right to flirt with anyone I want!" Pinkamena retorted.

"So what did you think of that?" Atmosphere asked Mitta as she climbed into a grate. "I had my doubts about him, but I must say, Nut is proving to be quite the proxy!" He laughed and shut off.

Blood boiling, Mitta stormed to a ledge and heard some prisoners talking.

"So you're telling me that Mare-Do-Well's coming here?"

"If you ask that one more time, I am going to stick this pipe up your-"

"Only asking!"

Mitta grappled to the platform, listening in to the prisoners.

"I can't believe the pink bitch sent us down here to fight her." One of them muttered.

"Yeah. Why us?"

"We're just here to slow her down. Pinkamena doesn't really expect us to win."

"So we're just expendable?!"

"Yup."

Deciding that she had heard enough, Mitta climbed up to the ledge, startling the prisoners. She counted five, which she could handle. She blasted one with magic and threw a Thrower at another.

"Hey! Her wing's broken!" One of the prisoners noted.

This was true, but it wasn't a problem. She blocked a punch to the face and responded with a foreknee to the face. She then turned and bucked another one, knocking him to the ground. Dodging a sloppy buck, she hit the fifth one in the stomach with a magic blast.

The first and the third rushed in at once. Mitta hit them both with her hooves and slammed the third one's head onto the floor. The second one threw a punch at her but she slammed his hoof onto the floor and used the other hoof to knock him to the ground. The fourth one tried to kick her and was countered with a kick to the balls. He yelped and hit the ground, clutching his testicles.

The fifth stood up shakily. Mitta knocked him back down with a Thrower, then jumped over to him and hit him on the back of the head, knocking him out. The first one grabbed a pipe and tried to hit her with it. She ducked and brought her hoof into contact with his back. She then bucked into the second one, who was trying to sneak up from behind.

Noticing that the fourth was still moaning in pain, she decided to put him out of his misery. She grabbed the pipe and hit his head with it, with just enough force to knock him out. The first and the second then rushed in at once. Mitta just grabbed their heads and slammed them together.

She looked around. They were all unconscious.

Her radio clicked on. "Mitta. How's it going? Any sign of the princess?"

"Not yet, but I'm getting close. Pinkamena tried to slow me down. Dropped an elevator on me." Mitta replied.

"Did it work?"

Mitta chuckled. "Of course not. I'll get back to you when I reach the end of the trail."

The trail in question lead beyond the doors. They were locked, so Mitta ripped a grate from the wall. She crawled through the air vent, stopping when she heard a gunshot and a dying scream.

"Please…" A guard begged. "I have a kid… you don't have to-"

A second blast sounded.

"You're right." A cruel voice whispered. "I don't have to. I just want to."

It didn't take a genius to figure out what happened. Crawling out silently, she heard a laugh of sadistic pleasure.

"Alright, boss says no-one gets past! If anything moves, shoot it!"

"You got it! Anypony coming this way is dead!"

Mitta activated her eyepieces, showing that three ponies were holding guns and pointing in the direction of Mitta's left.

Mitta turned on her radio. "Moonbow, Atmosphere's stallions have taken control of the Cell Block Transfer corridor." She whispered.

"That's not good." Moonbow sounded worried. "I've patched into a guard's radio. It sounds like Atmosphere's crew have gotten some weapons to use."

"I know. I'll calibrate the mask's vision mode to isolate armed henchponies." Mitta replied, doing so. The ponies on her eyepieces turned red.

Hanging up, Mitta thought about her plan of attack. _The direct approach is suicide. I need to be smart, and find a different was past them._

Looking up, she spotted another gargoyle. She grappled up to it, looking around. Seeing another gargoyle, the grappled over to it, wishing that she could fly. Grappling over to a gargoyle near the door, she dropped down silently and quietly approached the henchponies.

"So is MDW really coming this way?" One of them asked.

"Who cares? She sticks her pointy head into the room, we blow it off."

"Yeah! She's a dead mare walking!"

The convict at the back smirked, focusing on the path in front of him. He was so focused on this that he didn't notice Mitta grabbling above him. He also didn't notice Mitta creeping up behind him.

Mitta covered his snout with her hooves, blocking his breathing. He panicked and tried to say something but couldn't get it out. Eventually, he passed out from oxygen starvation.

Going over to the second one, she wrapped her cape around his head. He cries were muffled as he suffocated, eventually passing out.

She went over to the last one. Deciding to have a bit of fun with him, she quietly went up to him and whispered in his ear, "Peekaboo."

The inmate spun around. Mitta grabbed his gun, tossed it away and slammed his head into the wall. He collapsed with a groan.

Walking down the corridor, she walked up some stairs where another convict was talking to Atmosphere.

"The boys are just finishing off boss. The Moongate chumps never stood a chance."

"Good." Atmosphere replied. "Now, Mare-Do-Well is on her way here. I need you to set a trap. She mustn't leave this building. Do you understand?"

"Yes boss. MDW's as good as dead."

"You better keep your promises. Because if I find out that Mare-Do-Well is outside Intensive Treatment, then I will make sure that your family will suffer the consequences."

"But… but Atmosphere-!"

"No buts. Just do it!"

There was a sound of a television switching off. Mitta crept up to the convict, who was still staring at the screen and gave him a buck to the back of the head. He went down.

The screen flicked back on, revealing a very annoyed Atmosphere. "Oh, for the love of… Is it not possible to kill you?" He sighed. "I guess I should warn my stallions that you're on the way. After all, that will make things fair, wouldn't it?" The screen flicked off again.

Mitta turned to a grate on the wall. She pulled it off and climbed inside the air vent. As she travelled through it, she heard the intercom go on and Atmosphere's voice came out of it.

"Good evening. I am sure that none of you will have any trouble in recognising my voice."

Mitta reached the end of the air vent, blocked by another grate. A convict was just outside of it, looting a dead guard.

"Now then: Mare-Do-Well is on her way to your position. I'm sure all of you are well aware of what she can do to you."

Mitta silently pushed the grate open, moving towards the convict. She pulled her hooves over his mouth and nose, suffocating him. He tried to struggle, needing air.

"I want her stopped at all costs. But I need her alive as well. Be sure to remember that."

The inmate went limp. Mitta slowly set him upon the floor. Activating her eyepieces, she saw that there were two more inmates in the room. She grappled up to a gargoyle and scanned the room. She noted that another convict was on a walkway directly in front and below her.

The inmate walked into a small room, Mitta jumping down and following. When she was directly behind the criminal, she pushed him to the ground and put her cape over his head. He panicked as he suffocated, then passed out.

Satisfied, Mitta crept out of the room. The last convict was directly underneath another gargoyle. Smirking, she waited until he wasn't looking, then grappled up to the gargoyle above her, then to the gargoyle above the convict. She pulled out a rope and lassoed the convict's legs together.

He gave out a yelp of fear as she hoisted him up into the air. When he was suspended mid-air, she tied the other end of the rope to the gargoyle. Then she leapt down and glared at the prisoner.

His eyes widened when he saw her. "Let me down!" He begged.

Mitta raised an eyebrow. "If you insist."

She took out a Thrower and threw it at the rope. It broke and the inmate yelped as he fell down and hit his head on the ground. He went unconscious with a groan.

The intercom clicked on again. "If that had as easy as it looked, then I would have gift wrapped them." Atmosphere chuckled. "But, it isn't. I've sent a few more henchponies your way."

Mitta grappled up to the roof of the small room. Atmosphere wasn't lying. Three more convicts had filed out from the door.

"Atmosphere wants her found! Spread out!" One of them ordered.

"She could be anywhere!" Another hissed.

"Then keep your eyes open." The first one retorted. "Now move!"

Mitta waited on the roof. Watching, she noticed an inmate climbing up to the room. He crept inside, positioning himself underneath a glass ceiling. Mitta walked above him, and then burst through the ceiling landing on him and knocking him out.

The smash of the glass breaking was like a homing beacon for the other two convicts. She quickly fled the scene, grappling up to a gargoyle. She watched as the two convicts ran to the room.

Iron Flex ran to the source of the noise. Immediately noticing his fallen comrade, he shouted. "Stallion down!"

"I hear you." The henchpony behind him replied. "Is he okay?"

Flex walked over to the fallen convict and kneeled beside him. "He's alive. That much I know." He cursed. "Dammit! Alright, Credit, I have an idea. But it requires you as bait."

No response.

"It's nothing major. You just have to act like an idiot for a few seconds." Flex insisted.

Still no response.

Slightly worried now, he turned around. Credit's unconscious body laid on the floor.

Now he was terrified. Holding his gun up high, he looked around desperately. "Oh Celestia help me. Please don't kill me, I swear, I'll never kill anyone again…"

A loud bang suddenly sounded. Flex screamed and fired his gun at the source of the noise. "PLEASE DON'T HURT ME!"

Silence greeted his statement. Then the intercom went back on.

"You are an **imbecile**." Atmosphere said coldly.

Steeling himself, Flex crept towards the source. He didn't find anypony, but the boiler was steaming.

He started to breathe a bit more easily. "Stupid boiler!" He shouted. He turned around, furious with himself.

Mitta bucked him in the head.

The convict went down, unconscious. Mitta did a quick scan of the room to make sure that there were none left.

Atmosphere sighed. "Well, I guess that I can't have really expected them to survive. After all, they were idiots."

Ignoring him, Mitta went over to the place where Mitta had first brought Atmosphere in. When she saw the person in the restrainer, she groaned inwardly.

_Atmosphere must have figured out how I was tracking Twilight. Nut's trail stops here._ Mitta thought as she looked at Nut's dead corpse. His body was covered in laser burns.

A door that came from below opened up. "Mare-Do-Well! I'm over here!"

Mitta jumped down, looking at the guard in the doorway. She walked over to him.

"It was a massacre." He said gravely. "Nut came walking in telling everyone to cover the front entrance." The guard frowned. "He said something about Atmosphere's army coming through the main gate."

He looked at her sadly. "Two of my guys moved to the exit and Nut shot 'em dead. They never stood a chance."

"Was Nut alone?" Mitta asked.

"Thought he was, then I saw Pinkamena. She was surrounded by MGP prisoners. They were just killing everyone in the room!

"I had no choice! I got in here, locked the door. I could see the whole thing on the security feed. They had someone with them, it looked like Princess Twilight."

"Nut is dead." Mitta explained. "They carried on without him. He must have outlived his usefulness."

"Good." The guard snarled. "He was scum!"

Mitta frowned at this. She moved inside the room, walking out the opposite end. As she left, she heard the guard mutter to a dead body. "I'll look after Bright Tide. I promise…"

Mitta walked through a door, entering what seemed to be a locker room. A radio was sitting on a bench, playing.

"We apologise for this interruption to our regular broadcast." The news presenter was saying. "Current Affair is live from the Manehatten outskirts with some breaking news."

"This is Current Affair with breaking news in the Manehatten outskirts." A reporter said. "We're getting reports of an armed siege in Moongate Valley. Two minutes ago, infamous supervillian Dr Atmosphere broadcasted to all news channels this chilling message."

Atmosphere's voice came from the radio. "Greetings, Manehatten. Now, I believe that now is not the time for lies. I am now in control of Moongate Asylum so you can all consider it out of bounds. If I see any policemen, vigilantes or royalty coming this way, I'll start detonating random bombs throughout Equestria.

"What will it be? Cheerilie's School? Manehatten General Hospital? Canterlot Castle? In any case, I am sure that many ponies do **not** want to see them get destroyed."

Current Affair came back on. "All access to the island has been restricted, airspace is closed off and early reports suggest that Mare-Do-Well herself is trapped in the valley. We'll be right here, reporting live on any developments. Back to the studio."

"Thanks Affair. More as it happens."

Mitta frowned. She was fairly certain that Atmosphere was lying, but there was a sliver of doubt that said that he wasn't…

Deciding to worry about it later, Mitta walked towards a door and stepped outside.

* * *

**Author's Notes**

**So now we're finally out of Intensive Treatment! Hooray! Milestone 1!**

**Thanks for watching.**

**Potato.**


	4. Medical

**The Mare-Do-Well character is based off the character from the fanfic 'Waking Nightmares', written by KnightMysterio. Moonbow Peek is an OC made by nightelf37. Mitta is an OC used in a fan game made by Donitz. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Medical**

* * *

Mitta pulled the grate off the wall of the filing room wall. She crawled through the grate, some vegetation appearing the closer she got to the end. Pushing the grate off of that, she climbed out, stepping into a thick forest. She walked through the forest until she got to a clearing. She then followed a path that lead to Moongate West.

When she got out there, she noticed that there were bunch of guards everywhere. They didn't seem to be aware of what was going on.

The P.A. chime sounded, except it was distorted and weird. Then, Atmosphere's voice came out from everywhere.

"Pinkamena has just informed me that a large crate has dropped from the sky a few moments ago. This one isn't mine, and I'm willing to bet that none of the guards ordered it either, so I'm fairly certain that it belongs to Mare-Do-Well." He said. "I need every minion under my command that aren't currently carrying out orders to go there now and see what's there. Or smash it to pieces. Either one."

Mitta frowned. She didn't order anything. As she walked, she activated her radio. "Moonbow, why did you send me a supply crate?"

"I decided you might need some extra devices." She replied. "Where are you?"

"I'm outside the Mansion. Thanks for the drop, I-" She stopped, seeing an alarm pop up on her HUD. "Looks like Pinkamena got to it first. If she's still got Twilight with her, Twi could get hurt."

"Noted. I've sent you the schematics for the entire island. The drop is currently outside the Intensive Treatment Building. It has some explosive gel and a gliding cape in it."

"Thanks Moonbow." Mitta said, hanging up. Activating the map on her HUD, she saw that the drop was indeed in front of the Intensive Treatment building. Deciding to take the short route, she went back into the forest, taking the path that lead to the south part of the mansion.

At the end of the path though, was an ambulance chariot. Two dead guards were near it, one propped up on the side. A living guard was kneeling over him. When Mitta came close, he turned to her and said hoarsely, "I can't believe it. They killed Standalone."

"Stay with your colleague." Mitta ordered. "I'm ending this. Now."

On that note, she retreated into the trees, noticing two thugs with guns. She crept up behind them, bringing one of them to the ground and suffocating him into unconsciousness then going up to the second one and bucking him in the back of the head.

_Easy._ Mitta thought as she continued to the south part of the island. Sure enough, when she got to the Intensive Treatment building, she saw a crate being smashed viciously by thugs. As she walked over to them, the P.A. sounded again, the chime still distorted.

"To all of my employees and all Moongate Staff." Atmosphere sounded smug. "I have looked at the data so far and it shows that the entire island will soon be completely under my control in under one hour. Only Moongate West is free right now. But that will change." He laughed evilly.

The thugs had looked up when the chime sounded, pausing in their relentless assault on the box. When it ended, they looked among each other, smirking.

"Sounds like the boss has everything under control." One of them said.

"You said it." Another one grinned. "Moongate will be no more soon."

"Interesting that you say that." Mitta commented. "Seeing as I'm going to beat you, then your master."

Each of the convicts slowly turned their heads towards her.

She punched the closest one in the face.

About two of them held bars in magical grips or teeth. One of them swung a bar at them, but Mitta simply ducked and gave him an uppercut. Another tried to buck her and missed entirely. He blinked and realised that Mitta had completely ignored his attack and leapt over to another thug to kick him.

The first inmate tried to hit her back, but Mitta just grabbed his mane with her teeth and slammed him into the crate. She bounced behind the third thug and bucked his back, proceeding that with a punch to the second one and countering the fourth's clumsy swing by grabbing his bar and knocking him over the head with it.

The second one was clearly about to go down, getting up uneasily. Mitta rolled over to him, ignoring the brief pain from her wing and slamming her back legs into his face, knocking him out. The first one swung up his hooves and tried to bring them down on her head. She knocked them aside, brought him to the ground and broke his right foreleg.

The fourth one, losing his temper, threw his bar at her. She grabbed it in a magical grip and threw it back at him, knocking him out. The third one started backing away, stammering. Mitta simply blasted him with magic, sending him sprawling.

Satisfied with the battle, she went over to the crate and opened it. She pulled out what looked like and ordinary spray can, except it obviously wasn't. Picking it up, she inspected it, seeing everything was in order. _I'll probably need this._ She thought as she pocketed it.

She then took off her cape and replaced it with the gliding one. _This'll compensate for my broken wing._ She put it on, liking how it was so similar to the one she had just taken off.

She then inspected the crate, noting that it was in poor condition. _Pinkamena trashed it, probably. Looks like there was a scuffle. _An idea struck her. _I should scan the area around the drop. There could be a clue as to where she took Twilight._

Activating her lenses, she looked around. On the path she took to the crate, she saw a glass object on the ground. On closer inspection she saw it was a perfume bottle.

_Strange._ Mitta frowned. _This is Twilight's perfume. Rarity gave it to her for her birthday. There's no way she'd leave it._

After scanning it, her eyes widened. _Hold on! I can track this like I did with the alcohol in Nut's flask! Twilight, you're a genius! Leaving me a trail to follow!_

Mitta switched on her headset. "Moonbow, I've picked up a perfume bottle with Twi's initials carved on it."

"It was a birthday gift Rarity gave her last year. There's no way she'd leave it."

"Exactly. She's left me a trail to follow. She's alive, Moonbow!"

Mitta followed the trail past the Intensive Treatment building, going into Moongate East. It lead up to the Medical Centre building. First however, she saw a friendly pony in the lookout nest. She went up to it, spotting a guard staring apprehensively at a group of six inmates near the entrance of the medical facility.

"Mare-Do-Well, what's going on?" He whispered. "The crazies are moving towards the Medical Facility. What's Atmosphere doing?"

"He's trying to take over the island piece by piece." Mitta responded. "Looks like the Medical Centre is his next target. Has anyone gotten out of the building?"

"I saw a doctor try and get out…" The guard looked sadly at the front doors. "He was torn apart… thrown into the water. He never stood a chance."

"You wait here." Mitta ordered. "I'll stop them."

Jumping off the rail, she glided to the building, the inmates noticing nothing. When she got to the building, she slowly walked up the stairs. Deciding to start with a thrower, she got one and threw it at the nearest thug. He went down, alerting the others to her presence.

"It's her!" One of the inmates said, frightened. Said inmate threw a punch at her, resulting in Mitta knocking it aside and responding with a punch of her own. A second convict used a metal bar, to a similar effect. Two minions tried to take her own at the same time, but ended up with their heads smashed together.

All in all, the fight lasted approximately fifty seconds.

Mitta dusted herself off, sighing in satisfaction. Then she opened the door and strode inside. She didn't get far though. An incapacitation barrier was in between her, the rest of the building and Pinkamena, who was leaning backwards on a chair, reading a comic book.

When she noticed Mitta, she snapped, "Oi! Get out of here, Mares! This is my 'me time'."

"Where's the princess?" Mitta asked coldly.

Pinkamena smirked. "Wouldn't you like to-"

"I'm over here." A voice from the left said.

"Quiet, bookworm!" Pinkamena threw a coffee mug at where Mitta supposed Twilight was.

"Ow! You insane, murderous…" Twilight sounded like she wanted to kill Pinkamena at this point.

A screen behind Pinkamena flicked on, revealing an annoyed Dr Atmosphere.

"Pinkamena!" He snapped, causing her to yelp. "What is **she **doing here? It's too early! I haven't had enough time!"

"Oh, calm down old man!" Pinkamena said dismissively. "She's behind a barrier that incapacitates anypony who walks into it, she's stuck there."

"Well make sure it stays that way! I can't have her ruining my plans before they've even begun!"

The screen flicked off. Pinkamena turned back to Mitta, smiling. "Sorry Mares. You'll have to find another way. Buh-bye!"

_She's right. There's no way past the security gate. I'll need to find another route. _Mitta turned around and left.

Once she was outside, she thought about how she would get in. Deciding to go via the roof, she grappled up and looked around. Near the northern part of the building, she spotted a structural weakness. She got out her explosive gel and sprayed it on the wall. Then she backed away a safe distance and detonated it. The wall exploded, revealing a door into maintenance access. Smiling, she stepped into the opening and walked on in.

* * *

Atmosphere stepped away from his work, frowning at it. It wasn't much at this point, just a heap of metal and wires. It was starting to take shape though, so that was a bonus. Deciding to take a small break, he looked over to the data panel. Right now, it showed the percentage of the island he had taken over and how many doctors had been rounded up in the medical building.

Right now, it was showing six out of twenty doctors. It also showed that about nine doctors had escaped and two were the playthings of Fear Feeder.

_Oh, please._ Atmosphere turned on the P.A. system. "I want all the doctors rounded up. Search every inch of the Medical Centre." He growled. "And that means every room, every office and every cupboard." He lowered his voice. "If I see another doctor escape the building, then you won't! I'll just order Fear Feeder to flood the rooms with fear gas and leave you to lose your minds. As I'm fairly certain that you don't want that, GET TO IT!"

He turned off the P.A., agitated. Once again, he started wondering why the majority of the criminal underworld was largely unintelligent. It was like shepherding sheep.

He desperately hoped that Dr Heart hadn't escaped. He needed her for the plan. Otherwise, the plan won't succeed. And if the plan didn't succeed…

Then the Rainbow Factory wouldn't be built.

And it had to be built.

Otherwise, the terrible fliers like Fluttershy, Derpy, all of them won't be punished for being so terrible. And as an extra bonus, Mare-Do-Well would be at his feet, begging for mercy.

Atmosphere paused and thought about the last bit. Frowning, he revised it: Mare-Do-Well would be broken, but defiant, waiting for him to kill her.

_That's better. Much more realistic._He thought to himself, grinning as he returned to his work.

* * *

Mitta eventually came to a point where she was at a grate that gave her a view of the sanatorium. Looking around, she counted five armed thugs, three doctors and Fluttershy.

"Please…" The said pegasus begged. "Don't hurt me…"

"Shut it!" A convict snarled. "Get over there with the others." When she took a while to get her bearings, the convict kicked her. "Move it!"

"Alright…" She sobbed. "I hear you…"

Mitta frowned, trying to think. _Why does he need the doctors? _Mitta tried a bit more to think about it, then gave up. _That doesn't matter right now. I've got to save them!_

She silently glided down, a quick scan of her surroundings showing that there was an inmate directly in front of a weak wall. She sprayed her explosive gel, then grappled up to a gargoyle. She got as far away from the wall as possible before detonating it.

It exploded in a massive **BOOM**, a large stray piece hitting the inmate in the back of the head. The other four inmates jumped in fright and Fluttershy shrieked and assumed a fetal position.

The four inmates got over to the source of the boom, staring at the destroyed wall in disbelief when they did. After quickly checking his pulse, the leader snarled, "Leave him. We need to find Mare-Do-Well or we're dead!"

They scattered, two joining up as a group. Deciding to take on one at a time, Mitta went over to one who went into the small pen where the doctors and Fluttershy were. The timid pegasus was still crying, the inmate snarling, "Shut up, wimp!"

Mitta glided silently over to him, getting up behind him and putting her hooves around his mouth, wrestling with him until he fell unconscious. Fluttershy sniffled, and looked at Mitta, her eyes widening. "...Mare-Do-Well?" She asked.

"Stay here." Mitta whispered back. She grappled away, going over to a gargoyle that a convict was going under. Mitta jumped down, landing on the inmate, knocking him to the ground. Then she punched him in the face, knocking him out.

Knowing that the sound would have attracted the other two inmates, she grappled away to a ceiling that also had a weak wall. As the thugs inspected their fallen comrade, Mitta sprayed some more explosive gel on the ceiling.

The remaining two inmates were a bit scared now. Making the stupid decision to split up, Mitta flew over and hid behind a corner, waiting for the inmate to cross her path. When he did, Mitta stuffed her hooved in his mouth, suffocating him as well.

By this time, the last inmate had found the unconscious body of the thug left in the pen. Crying out, "Stallion down! Stallion down!" he looked at the doctors desperately. "Did you see who did this? Where is she?!"

Fluttershy then performed a rare occurrence for her and smirked confidently.

Scared, the stallion yelled out, "Isn't anypony going to help me?!" Then a realisation struck him. "Oh no… She got you too, didn't she?!" Scared making way for terrified, the convict wandered into the room to his left, pointing his gun at the entrance. "STAY AWAY!"

Mitta detonated the ceiling, sending stone flying down onto his head.

"Well, it's lucky there are so many doctors in the house." Atmosphere said sarcastically over the P.A. "I seem to have a pile of _idiotic __**worthless WOUNDED HENCHMEN!**_" The P.A. turned off.

"The room's clear! You're safe now!" Mitta called out into the room.

Mitta walked into the pen, noting that two doctors were restrained and another was standing up shakily. Fluttershy just looked relieved that they were all defeated.

"I don't know what happened." She said. "One moment I was watching everypony do their evening rounds and the next, armed stallions burst into the room." She sighed. "At least it's over. Why were they here? And why was Atmosphere's voice on the P.A.?" Inside Fluttershy's mind, she was desperately refusing to believe an obvious fact.

Understanding this, Mitta explained. "Atmosphere escaped. He's now in control of most of the island." She turned to the doctor. "Did they have anypony with them?"

"They took someone into the elevator." He replied. "We didn't know who it was."

"They obviously didn't want to be followed. The elevator appears to be powered down. You'll be safe here."

"What about the others?" The doctor appeared nervous. "We heard gunfire. They could be dead. We need to help them."

Fluttershy didn't look relieved anymore. Instead she looked downright terrified, no doubt from the confirmation that Atmosphere was loose. Then she remembered something. "Oh no, I forgot! Doctor Tender Care was in the Patient Observation Room and Doctor Psychic Hoof went to Surgery!"

"And Doctor Purple Heart went to X-ray." The doctor added.

"Ok, stay here! I'll find the other doctors." Mitta said. She left as Fluttershy and the doctor helped the other two out of the restraints.

She climbed down to the lower level and went through the door, stepping into the upper corridor. Deciding to rescue Care first, she turned left, following the blue line. As she walked, she heard the local P.A. turn on. "Remember, a happy patient is a quiet patient."

The voice switched to Warden Point. "Let me introduce you all to the sterling work of our new Head of Research, Dr Purple Heart. Since joining our team 2 years ago, Moongate is now at the forefront of research into understanding the pony mind."

The voice changed to a female, Mitta assuming that it was Purple Heart. "Good afternoon, Moongate. Let's talk about the mind. How can such a complex entity be understood and eventually treated when it breaks? How indeed.

"Project Quicksilver's goal is to create a test bed to fully probe our… special cases in a safe, risk-free manner."

Mitta stopped walking, now fully interested.

"Our goal is to cure the most unfortunate specimens." Heart continued. "The weak. Those not physically up to the challenge that our medical practices present.

"Project Quicksilver will make us a world-class facility. An award-winning facility."

"When you or someone you know is seriously distressed…" The voice had changed to a kind, caring voice of a male.

Mitta resumed walking. By now she had gotten to a corner that led right into Patient Observation. She stopped, however, when she heard two convicts talking.

"So who's the guard?"

"That mean sonofabitch is Hook!" The other convict replied.

"How come he only has three legs?"

"What's wrong with you? Don't you know nothin'?" The thug sighed. "Hook had a disagreement with Arachnid a while back. The spider got free, and ripped off Hook's leg."

"Ouch."

Mitta decided that she had heard enough. Taking out a thrower, she chucked one at the back of the thug's head, knocking him down. The second thug jumped in surprise, then rushed at her.

She punched him twice, then spun around and kicked him in the face. Then she went over to the first thug, pushed him down and knocked him out. The she simply bucked the other thug in the face again.

She walked through the door, seeing two thugs standing in front of a window, watching a furious guard and a nervous doctor.

"Boss, it's done." One of them said. "The room is full of gas and Mister Freak Show is stuck in there." He hesitated, then continued. "Thing is, Razor didn't get out in time. He's stuck in there too."

"Good." Atmosphere said over the P.A. "That should keep those two there for the time being. Leave Razor though. He failed me and I do not tolerate failure."

"Understood boss."

Mitta walked over to them, knocking their heads together. Hook's eyes widened in surprise.

"Hook, what happened?" She asked.

"There was an alarm in Medical. I heard someone shouting and found the Doc lying on the floor." He replied. "When I went to help him, the room was flooded with gas. These doors locked down. We can't get out. Dunno how long we can last."

"How brave." Atmosphere sarcastically commented. "Let's give Mr Hook a great big hoof! He could use one." He chuckled.

"You'll be laughing out of your butt when I get out of here!" Hook snarled.

"I wish you the best of luck in that endeavour." Atmosphere responded.

"You're welcome." Hook said darkly.

"Leave it Hook." Mitta ordered. "Can you control the ventilation system?"

"Tried. It's a no-go. He's disabled remote access."

"I'll find a way."

Mitta turned and grappled up to a ledge, seeing a grate. She pulled it off and climbed inside, ignoring the spider webs. She reached a grate that lead to the gassed room, the deadly green gas filling three quarters of the room.

She walked to the lower part of the L-shaped platform. Spying a power box with her lenses, she threw a thrower at it, hitting it dead on and activating it.

"Mare-Do-Well." Hook's voice came out of the speakers. "I don't know if you can hear this, but the board's showing power to Fan One."

The gas lowered significantly, but there was still a lot of the gas still left in the room. She glided over to another platform, noticing something she hadn't seen before. A MGW prisoner was hanging by a cord that came down from the ceiling, looking scared. "Atmos never said anything about **this **part of the plan!"

Mitta ignored him, grappling over to another platform. Jumping to another after that, she turned and saw another power box. She threw another thrower, activating it.

"Power to Fan Two." Hook sounded better now, hopeful even. "She's doing it, Doc! We'll be out of here soon, stay cool."

Mitta turned around, looking for the last switch, activating her lenses. It was apparently inside a room with a weak ceiling. And the henchpony was conveniently above it.

"Please…" He begged. "I don't wanna fall in the gas!"

She looked at the ceiling. It was still drenched in the gas, meaning that she couldn't go down and use the explosive gel. Unable to see any other way, she threw a thrower at the rope the stallion was clinging on to.

He fell down screaming, breaking the ceiling as he came down. The moment he hit the bottom, his screams amplified as he experienced all his worst fears.

_I can't let that stallion die. I need to clear the room of gas as quickly as possible._ She threw a thrower at the last power box, activation the final fan.

"All three fans are green!" Hook said. "We've got full power! Room should be empty any time now."

"Oh, what a surprise." Atmosphere said over the P.A. "Mare-Do-Well arrives in the nick of time. Next time Hook, I'll just shoot you and be done with it."

Hook burst out of the room, sighing. The doctor followed soon after, leaning against a wall, panting.

"So what's going on?" Hook asked Mitta. "My radio went dead soon after you brought Atmosphere in."

"He escaped. He's in control of the asylum." Mitta replied.

Hook cursed as Mitta left. She had to find Dr Psychic Hoof now. Leaving the room, she ran back down the corridors, following the red trail now. She didn't find any henchponies surprisingly, so her trip to the door was pretty uneventful.

When she reached Surgery, the first thing she noticed was that Dr Hoof was strapped in a restrainer, unable to move. She walked up to him, an incapacitation barrier activating behind her.

"Mare-Do-Well!" He cried when she reached him.

"Don't speak. You're safe now."

"But… it's a trap!"

"I know. Just not for me." She looked up to the televisions above her.

Atmosphere's face appeared on them. He looked genuinely surprised. "That's interesting. You must really be the world's greatest detective. How did you do that?"

His face then settled into one of indifference and he sighed. "Ah well, what do I care? Stallions! Kill her!"

And with that, three henchponies jumped down from the balcony.

Mitta easily tackled the first one, smashing her rear hooves into the second. When she countered the third's clumsy swing however, two more thugs jumped down, making her fight fit for five. Sighing, she jumped over to stop the fourth from grabbing a metal bar from the wall.

The fifth succeeded in that endeavour though, but Mitta still ducked under the swing and swept his legs out from underneath him. The third tried to hit her again and ended up getting thrown across the room and into the first convict. Then she punched the second in the face, sending him backwards.

The first charged at her. She sidestepped, allowing him to charge headfirst into the wall and sink down with a groan. Mitta then bucked the fifth, who had been trying to sneak up on her. He went flying, hitting the third convict, knocking him out. She then hit the fourth one with her cape, smashed him to the ground and broke his foreleg. He soon fainted from the pain.

"Are you kidding me?" Atmosphere snarled. "Get down there, now!"

Three more stallions jumped down, looking confident. Mitta, focusing on the ones that she had just been fighting, lashed out a forehoof and knocked the second one unconscious. The fifth tried to buck her, but she just flipped him around and punched his head while he spun. He went down.

The three stallions no longer looking confident, they charged as one, yelling. Mitta jumped over the one in the middle and pushed him into the barrier. While she could withstand a shock from those barriers thanks to her suit, they were unclothed and so, the convict screamed a bit before fainting.

The seventh grabbed a bar and swung it at her head. She grabbed it and head-butted him. She then bucked the eighth one, walked over to him and slammed his head into the ground. Finally, she called upon Rarity's martial arts and kicked the seventh into unconsciousness.

"Don't get too confident, Mare-Do-Well." Atmosphere said coldly. "I'm just softening you up. Think of this as a trailer to the main event."

Mitta walked over to the doctor, freeing him from the restrainer. He sat up, breathing heavily.

"I'm sorry." He apologised. "I tried to tell you, but I could barely speak."

"Relax," Mitta replied. "You're safe now. I can handle these low-life thugs."

She then turned around and headed out the door, mentally checking a box that said 'Rescue Dr Psychic Hoof'. Dr Purple Heart was next.

As she walked, she noticed a vent that lead to the next corridor. Deciding to take a shortcut, she crawled in.

"You're just going to find out anyway, so I'll tell you anyway." Atmosphere said over the P.A. "I've got two old friends coming to the party. One is _terrified _that you'll leave without saying hello and the other…" Atmosphere chuckled. "Well, let's just say that you'll be just as surprised to see him as he will to see you."

Mitta ignored him, but she couldn't shake off a sense of foreboding. She blinked, realising that she was at the end of the vent.

When she reached the right turn that lead to X-ray, she heard some thugs talking amongst each other.

"So that's Doc Heart."

"Yeah! She can work on me anytime!"

A third one chuckled. "Good luck. We just pushed her roughly into a room she just exited and killed somepony right in front of her. Why on earth would she sleep with **you?**"

"A stallion can dream, can't he?"

"There's a difference between dreams and impossibilities you know."

"Screw you!"

Mitta shook her head. In all her experiences with criminals, it surprised her how funny they were sometimes. It was like they were all idiots.

Revealing herself, she threw two throwers at the first two thugs, then rushed in and punched the other to the ground. She then knocked him out by slamming her hoof onto the back of his head. The other two got up, eyeing her warily.

She blocked a clumsy punch and retaliated with a buck. She then hit the other stallion who was picking a bar off the floor. She went to the other one and knocked him out on the ground. Then she spun around and kicked the last one to the ground.

Satisfied, she walked into the room, immediately listening to the conversation behind held.

"Why are you doing this?" She heard Dr Heart ask. "I have done exactly as you've asked."

"Look at me! Do you think I care?" Said the aggressive voice of an inmate. "Stop your whining and listen good!"

Mitta activated her lenses, seeing that three inmates were near a breakable wall. She sprayed some explosive gel on it.

"If anyone goes near you without Atmos' express permission," The inmate continued. "Then I've been ordered to make sure you're taken out ASAP. Looks like you're our bargaining chip."

Mitta grappled up to the ceiling, still listening. "Gotta tell ya, the boss is all over this job." Another inmate said. "Planned like a military operations. Friends on the inside and out."

"I am quite aware that this job, as you call it, requires 'friends'." Heart said coldly. "What I want to know is why you chose me. Did Atmosphere specify me? Why don't you let me talk to him? I'm sure we can settle this."

As Mitta sprayed explosive gel on another wall, she heard a henchpony snarl. "Lady, if I have to tell you once more, I am going to hurt you. You understand? Shut the hell up!"

"If the boss wants to talk to you, he'll talk to you." Another thug said. "Till then, keep that trap of yours zipped."

Deciding to end this before things got out of control, Mitta detonated the gels.

Both walls exploded at the same time, knocking out all the henchponies at once. It was also enough to make Dr Heart panic and scream. "No! Please, no!"

She calmed down though, by some miracle having dodged all the broken pieces. Mitta walked in.

"What's going on?" She asked. "They were talking like they were in control. Is it true that Atmosphere escaped?"

"Unfortunately, yes." Mitta confirmed. "But not for long."

"I'd been studying Atmosphere's case for months when he broke out." She frowned. "The Warden was very specific he wanted Atmosphere cured."

"Bad publicity will affect his campaign for Mayor." Mitta explained.

Heart snorted. "That'll be the least of his…" Her eyes shot up in panic. "Celestia, I almost forgot. They said they were moving through the facility, hunting down other doctors!"

"It's okay." Mitta reassured her. "They're safe now. Come on, follow me. This place isn't safe."

And with that, Mitta lead her back to the sanatorium.

* * *

**Author's notes**

**Wow. I've been gone a while.**

**Ah well. This'll make up for it. Longest chapter so far, huh?**

**Thanks for watching.**

**Potato.**


	5. Fear

**The Mare-Do-Well character is based off the character from the fanfic 'Waking Nightmares', written by KnightMysterio and on that note, Elder Great Heart is owned by said guy. Moonbow Peek is an OC made by nightelf37. Mitta, Ruby, Three Leaf and Grey Hoof are OCs used in a fan game made by Donitz. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Fear**

* * *

As Mitta entered the sanatorium, the doctors and Fluttershy looked up from the inmate they were examining.

"Did you find them?" Fluttershy asked. "Are they okay?"

"Yes, they're safe now." Mitta said. Fluttershy breathed a sigh of relief.

Mitta heard the door open and close behind her. She turned to see Hook and Dr Heart.

"Mare-Do-Well! We've got another problem." Hook said.

"I need to get back to the Mansion." Heart explained. "All my research notes are there. We can't risk Atmosphere getting his hooves on them."

_Why would Atmosphere need her research notes? _Mitta thought. "It's not safe Doctor. The island's a war zone. You won't stand a chance."

"It's my life's work!" Heart almost shouted. "You really don't have the authority to-"

"I'll get her there, Mares." Hook said. "If you ask me, it's about time for a little payback."

Mitta frowned. "I don't like it, but…"

A buzzer sounded.

Mitta's eyed shot open in alarm. "Who called the elevator?!"

"Wasn't us." Fluttershy said worriedly. "It's coming from the lower floor."

_Crap. _"Hook, take Dr Heart!" Mitta ordered. "Get her notes and then find somewhere to hole up. Everypony else, go to the observation room. Barricade yourselves in!"

As they all followed their orders, Mitta grappled up to a gargoyle. The doctors, Fluttershy and Hook escaped in time for the elevator door to open and release three thugs.

"Spread out. The boss wants her found." One of them ordered.

"I hate the stink of hospitals." Another grumbled.

Mitta watched them spread out, effectively making it easier for her to beat them. Noticing an inmate leaning over a rail, she dropped down and crept up behind him. Putting her hooves over his mouth, she suffocated him into unconsciousness. Then she grappled up to a gargoyle.

One of them had walked up to the platform and was approaching another gargoyle. She grappled over to it, waited until he was underneath her and lassoed his hooves. He gave a yelp as he was hoisted into the air.

The last convict heard and ran over to him, his jaw dropping when he saw him.

"How'd you get up there?" He asked, confused.

"Please, let me down!" The tied up one begged.

Mitta glided over to the last convict, smashing her hooves into the back of his head. He went down to the ground and Mitta finished him off. She looked up to the last convict, who had fainted from the blood going to his head.

Mitta walked into the elevator, the doors closing behind her. She pressed a button to allow her to go to the lower floors. The moment she did, the screen inside the elevator turned on.

"Too easy!" Atmosphere smirked. "Think about it I've got you trapped in a little metal box, hangin precariously over a deadly drop. What's stopping me from blowing the emergency brakes and dropping you to your death?"

"Because it's like you said." Mitta replied. "It's too easy."

The elevator started to go down. "Exactly!" Atmosphere sarcastically applauded. "Congratulations for figuring that one out. I've got a few more surprises in store for you. Prepare to face your fears. All of them."

The screen flicked off. Mitta suddenly inhaled an odd whiff of something and coughed. She hacked for a bit, then righted herself, just as the doors opened.

"Please Dr Mindworks, don't do this!" Someone pleaded from inside a room.

A distorted voice replied evilly. "ThErE iS nO mInDwOrKs."

As Mitta approached the window looking out into the room, she noticed that the room was flooded with fear gas. There were two doctors and a guard wandering about, terrified about things that only they could see.

"OnLy ThE fEaR fEeDeR." The voice hissed.

Mitta looked about the window. The doctors and guard were starting to fall down, their minds collapsing under the onslaught of terror.

WHAM

An inmate pressed his head against the window, staring straight at Mitta. "Please, get me out of here! Oh, Celestia!"

Mitta saw a shadow of an earth pony against the wall. She ran to the hall, only to see that it was blocked by bars.

She saw a pony rush pass, too fast for her to properly see who it was.

"Huh." Atmosphere commented. "Looks like he was right. I didn't want to know what he was doing down there."

Mitta got out some explosive gel, going over to a wall. She sprayed some on it, then blew it up. She ran through the small tunnel.

"Tell me, Mare-Do-Well, what are you really scared of?" Atmosphere asked softly.

Mitta ignored him, jumping down a ledge.

"Failing to save this cesspool of a city?" Atmosphere pressed. "Not finding the princess in time? Or is it watching in horror, as I complete my plan and wipe you from existence?"

The P.A. turned off, Mitta leaping over a box. She jumped down from another ledge, looking to her right…

…And double blinking in shock and horror.

Twilight was clinging to a grate, badly injured in several places. She stared right at Mitta with pleading eyes.

"Please…" She begged. "Help me, Mitta…"

She was suddenly dragged off by an unseen force. She was then heard in the form of a scream.

"NO! PLEASE!"

A loud *snap* followed this.

Panic completely overrode Mitta's sense of logic. Running over to a grate, she quickly pulled it off with her magic. She climbed in and crawled across as quickly as she could. When she reached the end, she head-butted the grate, leaping out.

She then spotted the prone form of a lavender alicorn.

_No… _Mitta slowly walked over to her, fearing the worst. Using her hoof (for some reason, her lenses weren't working), she felt for Twilight's pulse, desperately hoping that she was still alive by some miracle.

Nothing.

Mitta closed her eyes to stop the tears. She opened them and said hoarsely, "I'm sorry Twi." She then closed Twilight's eyes, which were still open.

An evil cackle came from the hall to Mitta's left. She turned towards it, fury bubbling up. She stood up, determined to end her assailant's life. But first…

Mitta turned on her headset, slowly trudging towards the source of the noise. "Moonbow?" She said into her mic. "I… I'm sorry. I was too late."

"I'm sorry, the number you dialled isn't available. Please leave a message after the tone."

Mitta froze where she was, confusion starting to leak into her mind. "Moonbow? Are you there?"

"Please hang up your phone."

Mitta got nothing after that. Now more than a little scared, Mitta crept along cautiously. She couldn't understand how someone could hack into her mic like that. It wasn't really possible.

SMASH

Mitta spun around. The floor behind her had split open. And out of it crawled a rotted, bony hoof…

Mitta's mouth dropped open as she saw a zompony climb out of the hole.

It wasn't one she recognised from Sunnytown, but it was definitely one from there. It groaned, its gender ambiguous, and noticed Mitta. It then slowly trudged towards her, a hoof stretched out.

Fear gripped Mitta heart like ice. _NO! NOT AGAIN! _She spun around and ran down the morgue. As she did, more zomponies smashed through the walls, stretching out to her, wanting to turn her into one of them.

Mitta ran so fast that she smashed through the door to the morgue, slamming it behind her.

Panting from the sheer terror that she was going through, Mitta slowly turned around, taking in her surroundings. The left and right walls had cabinets where the dead ponies were stored and in the centre were three benches that Mitta assumed were for testing the bodies.

Mitta frowned. She could have sworn somepony had just whispered 'Get out of here'.

Mitta looked around. Twilight's assailant had to be in this room. There wasn't any other place to go.

GeT oUt Of HeRe…

Mitta blinked. She was definitely hearing things now.

GeT oUt Of HeRe…

Mitta inspected the middle. Apart from the three tables, there was nothing suspicious.

GeT oUt Of HeRe…

_Shut up._ Mitta thought.

GeT oUt Of HeRe…

Mitta gulped. She inspected the left wall. Nothing unusual. Same thing with the right one.

_GeT oUt Of HeRe…_

The voices were more insistent now.

_GeT oUt Of HeRe…_

Scared, Mitta started to go back to the door. She then remembered that there were a few dozen zomponies out there who wanted to convert her.

_**GeT oUt Of HeRe…**_

Mitta decided that she would be able to handle it. She was seriously scared by now.

_**GET OUT OF HERE!**_

Mitta ran out the door, slamming it shut behind her. She turned around to deal with the undead ponies…

And did a double take, realising that she had just arrived in the room** she had just left.**

Swallowing hard, Mitta looked around. The only real difference with this room is that there were three body bags on the tables. She walked up to them with the intention of opening them.

She opened the one on the left … and gasped. "R-Ruby?"

The look her dead sister gave her was one of disappointment. "Why did you let me die? You were my sister…"

"I-I didn't…" Mitta started, but her sister was already dead again.

Mitta turned to the right body bag… and jerked back as if struck. "Grey Hoof?!"

The smirk he wore was one of complete confidence. "You lost that day, Mitta. I won." He died.

Mitta turned to the third body bag. She didn't really want to know what was in that one. But she had to find out.

She opened it, frightened apprehension filling her. _Maybe it's Twilight, or Three Leaf, or Elder Great Heart, or-_

A faceless monstrosity leapt up from the body bag and stared at her.

Mitta shrieked and fell over. She quickly got back up in a battle position. However, when she got back up, there was no indication that Slendermane was even there. Mitta turned around, breathing heavily.

She blinked.

The other half of the room had been ripped apart. The door was gone and there were holes in the floor. Beyond her, parts of the medical centre had been formed into what looked like a series of platforms. All of these things were floating. And all around her was a stormy vortex.

Mitta proceeded cautiously. She walked past the doorframe (or what was left of it) and came to a point where there was a gap between her and another platform. Mitta leapt, barely managing to scrabble on to it with her hooves. She jumped to a bigger platform, missed and used her grapple to get back up.

Mitta jumped up on the platform, looking around. Everything was ripped apart and it was raining on her. She looked up, frowning. The Mare-Signal was silhouetted against the sky. The actual projector was on a higher platform.

Something SCREECHED into her mind. Mitta staggered, vaguely aware of somepony cackling madly. She leaned up against the wall, her head spinning. She heard a smash, looked up and saw a hoof with needles attached to it.

Mitta jumped behind a wall as she heard an all-too familiar laugh. Something scorched the ground as it looked over it. When it moved, Mitta dared to look around the corner.

She saw a hovering brown earth pony with a skull Cutie Mark. He was wearing a horribly frightening mask, his eyes glowing as he looked over the landscape.

"PoOr LiTtLe MaRe." Fear Feeder chuckled. "YoU'rE iN mY wOrLd NoW." He turned back to Mitta's hiding spot, which she managed to retreat to just in time.

Once his gaze disappeared, she ran to the next wall, going up some stairs in the process. She had immediately gotten the idea to stay out of Feeder's line of sight, moving only when he couldn't see her. Right now, he appeared to be moving only in a circle, so that made him predictable.

Mitta leapt down to a lower level and crouched down to hide over a small wall. Once Fear Feeder swept over her, she sprinted for another floating platform and leapt over to it. Fear Feeder cackled madly as Mitta jumped up to another platform.

She 'grabbed' and indent in the wall, waiting for Feeder to look away. Once he did, she climbed up and hid behind another short wall, playing it safe. She leaped to another platform once she was out of his sight.

On this platform, she saw a fragile wall. Once Fear Feeder was looking away, she ran up to it and sprayed explosive gel all over it. She ran back behind cover and detonated the wall.

The sound was enough to make Feeder say "WhAt WaS tHaT?" and glide over to her platform. He inspected one side of it, then looked over to the other side. When he did, Mitta ran from her hiding spot and jumped to another platform.

"WhAt ArE yOu TrYiNg To Do?" Feeder said suspiciously. He eventually stopped looking at the one spot and started rotating again.

But by that time, it was too late for him.

Mitta had reached the Mare-Signal.

She frowned, trying to think of why it was there. Then it hit her.

_It's a symbol of hope in a world of fear. I can use it to defeat Fear Feeder. _With that in mind, she started to push it to point towards him.

"WhAt ArE yOu DoInG lItTlE mArE?" Fear Feeder looked around. When he spotted Mitta, it was too late.

The Mare-Signal fired a beam of pure hope, smashing into Feeder's chest. His eyes widened, then he started to shake and then he screamed…

Mitta's vision turned white. Then everything cascaded back in.

She was back in the morgue, but there was no sign of Slendermane, any body bags, frightening voices or, worryingly, Fear Feeder. Mitta looked around, seeing that Fear Feeder must have left her, thinking that she would go insane from the gas that, she now just realised, she had inhaled in the elevator.

Her headset flicked on. "Can you hear me? Mitta! What's going on?"

"Moonbow." Mitta said with a sign of relief in her voice. "I'm okay."

"What happened? I lost contact. Are you sure you're all right? Have you found Twilight?"

Deciding not to answer the last question, Mitta replied, "I'm fine. I had a little run-in with Fear Feeder. I'll get back to you in a bit." She flicked her radio off.

Mitta left the morgue (It still gave her the creeps). Once she did, a hopeful thought struck her. She ran down the corridor, arriving at the spot where she had supposedly found Twilight's dead body and stopped. All that was there was a dead guard.

_It wasn't Twilight! _She realised. _Mindwork's gas must have affected me more than I thought._

"Having some trouble down there?" Atmosphere teased over the P.A. "Can't decide what's real and what's just a figment of your twisted little mind?" Atmosphere chuckled. "It's the same here with most of Moongate's patients. According to them, everything gets easier once you give in."

The door directly in front of her suddenly thumped. Activating her lenses, Mitta saw that there were three thugs smashing at the door. Deciding to set a trap, she sprayed explosive gel on the floor, hid behind a corner and waited.

When they smashed the door in, Mitta detonated the gel, sending them flying back. Walking up to the nearest stunned inmate, she smashed her hoof into his head, knocking him out. She did the same with the next one.

The last one got back up however. This one was telekinetically holding two knives. Mitta knew how to deal with this.

She went up to him and swept her cape across his face, stunning him. She then bucked him in the face, knocking him out.

Atmosphere sighed. "Very well. No more tricks. One last puzzle and you can have Twilight. And a little more." Atmosphere chuckled. "You have no idea how much I'm looking forward to this."

Mitta walked down the corridor that the door lead to, thinking to herself. Atmosphere had mentioned _two _surprise guests. She had only found one of them (Fear Feeder) and she was at bit of a loss as to who the second one was.

She arrived at a blocked up door. Another door lead to an alternate entrance. She walked through it, arriving in another corridor. She walked down it.

A television flicked on, revealing Atmosphere's face. "Your precious princess is just through the glass. Take a look."

She did. He was right. But Pinkamena was also in the room.

"Pinkamena's under strict instructions to kill the bookworm if any of my stallions even think you're in the room." Atmosphere explained. "They're patrolling down there and I've told them all that you're on the way.

"So here's the deal." Atmosphere leaned in. "If you can find a way to get to Pinkamena without anypony realizing, I'll give you your next… ah… **present.** Fail, and Princess Twilight Sparkle dies." He chuckled. "Tartarus, if you do manage to succeed, then I may even give you Death's number."

Mitta pulled a grate off a wall, crawling through. She fell down to a small chamber where two thugs were chatting.

"Atmos' not messin'. He wants the princess kept safe from the Mare. Anypony gets near her, and it won't be me carrying the can."

"Don't worry." Another convict said confidently. "Nothin's getting past me. MDW'll be a dead mare, and I'll be famous."

"Whatever. Get over there and keep looking. Now go!"

When Mitta exited the grate, there was a convict right next to her. Doing a quick check with her lenses, she suffocated him and dragged him out of sight from anypony else. She went over to another grate and pulled it off the vent, crawling in.

She exited again, finding another convict. She suffocated him as well, putting him in the vent when she was done. Using her lenses, she saw another convict searching the lower levels. She crept down, making sure to stay quiet.

Pinkamena giggled over the intercom. "You should really dye that hair of yours a different colour. Purple on purple really isn't stylish."

"Do you think anything you've got to say matters to me?" Twilight asked aggressively.

Mitta finished suffocating the lower henchpony, confident that no-pony would be able to see him from down here. She crept back up and sneaked behind the last convict. She struggled with him for a moment, then he passed out.

Inside Pinkamena's crazed mind, she saw a worthless excuse of a princess. After all, what worth was a princess who couldn't even save herself?

"Anypony seen Mares?" She asked over the P.A. "Didn't think so. She's a chicken! The villains have won again!"

It vaguely occurred to her that in most fanfics the good guys won, but she batted it aside. It wasn't worth making her stressed about it.

SMASH

Pinkamena looked up in time to see Mare-Do-Well smash through the glass ceiling on top of her. Before she could do anything more than widen her eyes and think, _Oh shi-_, she was on the ground, unconscious.

Twilight blinked, then chuckled. "You took longer than I thought you would."

"He's out of control." Mitta said as she untied Twilight. "He's got some sort of plan, but I don't know what it is... I'm not sure I can stop him this time." She admitted.

"You'll do it." Twilight said reassuringly. "Mitta, listen. We're not alone here. There's… something down there." She pointed towards a small glass room. "I didn't see what it was."

Mitta frowned. _What could be in there?_

The television in front of them switched on. "Well, that took a while." Atmosphere said. "Wondered when you would get there."

"Be quiet." Mitta said coldly, turning to walk down the stairs.

"Oh, am I getting to you?" Atmosphere asked mockingly. "Good. Heh heh heh. You'll never believe the next bit."

Mitta opened the door. She looked up… and her eyes widened.

Twilight's eyes, however, went over to the computer nearby. She went over to it and frowned. "It wants Dr Purple Heart's log in… I think I know it…"

"Never mind that." Mitta said sharply. "Get behind me. Now!"

Twilight obliged, looking upwards as well. Shock and fright quickly flooded her face.

Mitta just looked at the pony strapped to the ceiling and whispered, "Beast…"

* * *

**Author's Notes**

**Cliff-hanger! Yay!**

**Now, unfortunately I'm going to be postponing the next chapter in favour for an origin story for Dr Atmosphere. It's going to be pretty good if I say so myself. It'll be told mostly from the viewpoint of Atmos himself and will cover major events from his foalhood, to his adulthood.**

**WHOOP-DE-DOO CELEBRATION**

**Thanks for watching.**

**Potato.**


	6. Savage

**The Mare-Do-Well character is based off the character from the fanfic 'Waking Nightmares', written by KnightMysterio. Moonbow Peek is an OC made by nightelf37. Mitta is an OC in a fan game by Donitz. If you really don't care about this, then continue on. If you are not a brony, then leave this page immediately and forget you ever looked at it. Otherwise, continue!**

* * *

**Mare-Do-Well: Moongate Asylum**

**Savage**

* * *

Beast used to be a scientific experiment that went wrong. He was given experimental chemicals that acted as extreme steroids. They mutated his body chemistry and completely changed his physical appearance. While he still acted like a pony, he had horrible claws sticking out of his hooves, sharp, pointed teeth and he had become both a carnivore and a cannibal. He was one of the eight assassins that once tried to kill Mitta due to a bounty on her head. The last time Mitta saw him, he had destroyed half of Ponyville and was at the peak of physical strength.

Now though, he was just a thin, frail-looking brown earth pony strapped to the ceiling by the use of some device with tubes. The tubes in question where pumping out a red liquid which Mitta assumed was Beast's blood.

"I thought he broke out of Alcatrot!" Twilight exclaimed, alarmed.

"Cut… me… free…" Beast begged. It was disturbing to see him beg like this.

"Who did this to you?" Mitta whispered.

Beast's eyes flashed with anger. "Dr Heart… the witch… drained the Snarler from my blood… must… stop her…"

The computer screen next to them switched from a black screen to Atmosphere's face, which was smirking. "Sorry, Beast. The good doctor won't be a problem for much longer."

"YOU!" Beast roared. "You're the one… who got me into this… get me out of it!"

Dr Atmosphere chuckled darkly. Holding up his wing, he revealed what looked like a detonator. Leaning in, he said, "If you insist."

He pressed the button.

Immediately, the red liquid changed green as a new compound flooded down to Beast. He started to scream in pain as the stuff changed him. His muscles bulged and grew larger and larger and larger. His teeth started to sharpen and claws burst out of his hooves.

Usually it would stop right there. But in this case, Beast kept growing.

Realising what was going to happen, Mitta turned to Twilight and said, "Twilight! Run!"

Twilight complied as Beast finally grew as large as he was going to get. The tubes suspending him from the ceiling snapped as Beast hit the ground, creating a cloud of red smoke.

Mitta glared at the smoke, ready for Beast to come charging out.

A different Beast charged out though. The Beast she remembered still walked like a pony and had smaller claws and teeth… but this monstrosity was different. His claws were longer and sharper and his teeth resembled a dragon's teeth. Added to that, he was like the monster that broke Mitta's wing. He stood upright and his muscles were HUGE, bigger than they were when they first met.

Reaching her, Beast raised his fist and tried to punch her. She nimbly dodged the hit and punched him in the face.

Not the slightest reaction, except to pick her up and throw her through the wall.

She smashed right through it, hurting her damaged wing even more. She hit the ground, barely noticing Beast walk through the wall he smashed through and chuckle darkly.

"Have fun." Atmosphere taunted.

Mitta stood up. Beast was probably liking his chances right now. And honestly, she couldn't blame him for that right now.

The first thing he did was charge at Mitta. She dodged aside, realising the moment she stopped momentum that she could've blinded him with a thrower. Beast charged again, but got hit by a thrower, blinding him. Mitta barely got out of the way in time.

Beast smashed into the wall, stumbling around dazedly. To Mitta's surprise and annoyance, he recovered very quickly. He glared at her, turned and (to Mitta's shock) ripped part of the wall out. He turned around, grinning, and threw it at her. She dodged the projectile and it smashed against the wall.

"You will not escape me again!" Beast snarled. With a war cry, he charged again. Mitta threw another thrower and dodged out of the way as Beast crashed into the wall. This time it did the trick, as Beast clutched his head and swung blindly. Mitta rushed up, punched him once, twice, and then jumped onto his back. He tried to grab her, but Mitta just ripped a tube from the contraption out, then jumped off.

Furious, Beast brought his fist up. Mitta quickly jumped off the ground as Beast slammed his fist down, making the ground shake.

"Is that the best you can do, Beast?" Atmosphere asked, sounding bored. "That's a shame. Now I have to send my stallions down there."

On that, several inmates jumped down from the railing. Dodging a piece of the wall thrown from Beast, Mitta started to attack the thugs. Now having to juggle between attacking the thugs and Beast, Mitta decided to attack the thugs first, then move on to Beast.

She knocked down two, countered a buck from the next one, then dodged a charge from Beast. He hit one of the thugs that was starting to get up. He went flying, hit the wall, then fell back down, unconscious.

She grabbed another convict, knocked him to the ground and broke his leg. She turned to the next one, countered his punch and knocked him out as well.

As Beast charged again, she stunned him, rolled out of the way and watched him crash into the wall. He recovered quickly, ripped out part of a support column, and threw it at her. She dodged aside, but realised that Beast had used that as a distraction so that she wouldn't notice his charge.

She threw another thrower and dodged aside, letting him crash again. She punched him twice and ripped out another tube. She then had to leap off the ground to avoid his shockwave attack.

"Need more help, Beast?" Atmosphere asked. "Very well then. Get down there!"

On that, another seven stallions jumped down. Sighing, Mitta threw a thrower at one, and bucked another. As she was fighting, Beast ripped out another piece of the wall and threw it at her. She dodged and it hit three henchponies.

Mitta winced as they hit the ground. She sincerely hoped that they would survive. It didn't look like a particually big section of the wall.

She ran over to one and punched his face. Another tried to catch her unawares, but she flipped him over and broke his foreleg. Beast charged at her again, but only hit another convict, knocking him out.

The last two thugs charged at her as one and tried to hit her at the same time. Mitta counted this by ducking down, picking one up and throwing him at the other. They both went down.

Beast charged again, got hit by a thrower and hit the wall. Snarling with fury, he ripped out another section of the wall and threw it at her, but she dodged again.

"Stand down Beast. Now!" Mitta snapped.

"No." Beast growled. "Not until you're dead." With a yell, he charged again.

It ended the same way and Beast hit the wall. Mitta charged in, dodging his blind punch. She hit him two times, jumped on his back and ripped out another tube. She ran off and jumped as Beast slammed his hoof down onto the ground, causing another shockwave.

By this time, the room seemed to have had enough. Debris started to fall down from the ceiling and onto Beast. Mitta stumbled, looking around. Noticing an exit, she grappled up to it.

After crawling around in some things that weren't exactly wanted, Mitta climbed out of a stallionhole. Wincing from the pain of the battle, she massaged her shoulder. Already knowing what was going to happen soon, she brought up her command panel and typed up some commands.

She felt a hoof on her shoulder. "Mitta! Are you alright?"

Mitta turned. "I'm fine Twi. Where's Pinkamena?"

"Gone." Twilight grumbled. "Must've gotten loose while Beast was throwing you around."

Mitta looked at Twilight in concern. "We need to get you off the island."

Slightly annoyed by this, Twilight said, "I'm not a rookie. I can handle myself."

And then the wall next to them exploded.

Hit by some bricks, Mitta flew backwards and hit the ground. She winced, then felt herself get lifted into the air by something with claws.

"I will break you Mare-Do-Well!" Beast roared. "And then the witch!"

"No, Beast." Mitta growled. "This time, I break you!"

It was it this point that Beast noticed some bright lights coming his way. He turned…

…and saw a silver-white star-shaped aircraft coming his way.

Seeing an opportunity, Mitta kicked away from Beast, getting her out of his grasp. Distracted, he didn't move as the star-thing smashed into him. With Beast on its hood, the star flew into the water surrounding the island.

* * *

"You need to get back to the mainland." Mitta said once she and Twilight had reached the docks. "It's too dangerous here."

"I don't like leaving you here." Twilight frowned, clearly wanting to help. "I don't want to leave Pinkie and Fluttershy here too."

"Fluttershy's safe and I'll rescue Pinkie." Mitta responded. "The radio claims that Atmosphere's planted bombs around Equestria. Equestria will panic. You're needed there."

Twilight didn't like it, but she knew Mitta was right. As she prepared to fly off, she asked Mitta, "The condition Beast was in… it wasn't like it was when he destroyed Ponyville… what happened?"

"I don't know." Mitta admitted. "But I'm going to find out."

Twilight nodded, having full confidence in her, and flew off.

Once Twilight was gone, Mitta activated her radio. "Moonbow, go through the city's computers. Pull up anything that references Dr Heart. I'll go through it all when I get to the Mare-Cave."

"Ok." Moonbow sounded amused. "You should hear Silver Star right now. He's demanding that you build him a new flight vehicle."

Mitta smirked. She had a good reason to use Star's vehicle. Due to his refusal to reveal his real identity and Mitta's failure to find out, she didn't trust him and the two usually came to blows. To her, sinking Star's Shooting Star was payback for a recent insult.

"Tell him I'll get to work on it as soon as possible."

"Got it. So do you think that Dr Heart's been experimenting with Snarler, the same chemical that turned Beast into that animal?"

"Yes. I'm worried. Beast seemed somehow stronger than usual. Atmosphere appears to want the Snarler and that can only be trouble."

"Hmm…" Moonbow sounded worried. "You sure you'll be okay?"

Mitta chuckled. "It's me, remember?" She hung up.

Bringing out her control panel, she typed in some coordinates. Looking up, she expected to see a certain object fly near her. Once she did, she pulled out her grapnel and fired.

* * *

Inside the Mare-Cave, a silver-clad earth pony ninja with a ninja star Cutie-Mark waited agitatedly for Mitta to return. Walking back and forth wasn't doing him anything except become increasingly impatient. Once he did see the eagle-shaped object burst through the waterfall, he strode up to the landing platform.

When Mitta climbed out, Silver Star immediately snapped, "You had absolutely no right to do that!"

"Excuse me?" Mitta replied. "I was the one who built the thing. I had perfect rights to crash it into the sea. And if it makes you feel any better, it hit Beast on the way there."

Star glared at her, then turned around and muttered something under his breath that Mitta didn't quite catch. Rolling her eyes, Mitta proceeded to the computer. Sitting in the chair, she looked at the screen. "Has Moonbow updated you yet?"

"Yeah. She sent me some of the data she found." Star turned on the computer. "Doc Heart had this big project heading up. Lots and lots of external funding. She sent me the last files on the project. She couldn't make any sense of it. Neither can I for that matter. What does it mean?"

Mitta frowned as she looked over the notes. "Looks like she was experimenting on the Moongate Patients." She brought up a 3D image. "This new compound only barely resembles the original Snarler compound."

On one half of the screen, a few blobs floated freely, a title of 1.0A SNARLER above it. On the other half, a compound that resembled the same structure as the other image, except with spikes, was titled 2.0B SAVAGE.

"There are multiple changes that appear to amplify the strength of the drug." Mitta continued. "Multiple references to a 'Savage' formula."

Star pointed to a section of the screen. "Look at this. Apparently, even a small amount of this stuff could cause a Snarler-like transformation in the host, leaving no need for the storage tank Beast used to require."

Mitta blinked. "Hold on… these notes aren't complete! Look, the formula is missing!"

Star leaned in. "You're right! This must be what Doc Heart is hiding!"

"And for good reason." Mitta said darkly. "If Atmosphere got his hooves on this, he could create an army of a thousand Beasts."

"Forget Atmosphere, think of what would happen if Pinkamena got her hooves on this!" Star exclaimed.

Mitta thought about it. It wasn't pretty. Getting up from her chair, she advanced towards a crate with a bolt on it. She picked it up and attached it to her grapnel.

"I'm going after her. She was headed up to the mansion with Hook."

"Good luck." Star said gravely. "You'll need it."

Not responding, Mitta climbed into the Mare-Bird and took off.

A few moments into the flight, she got a call from Star. "Mares. Bad news. It looks like Atmosphere's set up some remote missile launchers."

Mitta looked at her display. He was right. "I'll come up from below then. From the old catacombs."

With that, Mitta dropped out of the Mare-Bird and dived down. When she was close enough, she extended her cape and started to glide. A very steady glide, with her diving down then going back up to ensure momentum.

Eventually, she reached the island and landed on a ledge that had an entrance to an old cave. She followed along, reaching a point where she was in some old catacombs. She ran along the small pathway and entered another tunnel. When she exited that one, she noticed a grate on the wall in front of her. Using her new grapnel, she fired at the grate and ripped it off.

Grappling up and crawling in, Mitta heard a thug start talking. "Sorry boss. Took a little longer to find her that you figured it would."

"OH, I'm sorry!" Mitta heard Pinkamena's voice instead of Atmosphere's. "I'll try to be more precise next time I'm planning an island takeover!"

"No! I didn't mean-"

"Criticism I can take, I mean, I'm not perfect! Well… come to think of it, I'm pretty close to perfect, aren't I? Where was I? Oh, yes.

"Criticism, from a worm like you, a worm who's only crawling around freely because I opened his cell, is something I will **not tolerate!**"

"I'm sorry boss! Really, I didn't mean it like that! Please!"

"Well, seeing as you're so apologetic, I'll just send somepony over to break your wife's forelegs."

"But Pinkamean-!"

"Do you have a problem with my generous nature?" Pinkamena hissed.

"Err… no, um, I guess not… err, thanks?"

"Don't mention it. Let's just consider the matter closed. Did I ever tell you the one about the guy who came home to find his wife a paraplegic?" Pinkamena laughed a crazed laugh and seemed to hang up.

Mitta walked up behind the thug and took him down silently. Then it turned out that Pinkamena hadn't hung up.

"Hello? HEEEEEEELLLLLLLLLLOOOOOOO?" She asked. "Hmm, wonder who got you, Mares or Arachnid. Hey Arachnid, you there? No? Pity."

Mitta walked along. Turning a corner, she noticed five henchponies. Pulling out her grapnel, she fired at one. It immediately latched on the henchpony and pulled him towards her. The others noticed Mitta and charged.

Mitta attacked one and knocked him down, then countered an attack from the third. She bucked the fourth in the face and threw the fifth at the one she had pulled down. The second got back up and pulled a bar out of the wall. When he swung it at her, she ducked and flipped him over.

The fourth threw a box at her. She grabbed it and threw it back, hitting the convict. The third tried to hit her again but Mitta simply grabbed his hoof with her forehooves, twisted it around and snapped it. She then knocked the first one down again just as he was getting up again. This time, he stayed down.

The second rushed in and instantly met Mitta's back hooves, knocking him out. The fourth and the fifth tried to hit her together but just wound up having their heads smashed together. Getting on top of the fifth, Mitta slammed his head into the ground. The fourth stood up shakily and then got bucked in the face again.

The fight over, Mitta walked away, thinking. One thing she noticed about these thugs was that they all had party hats and face paint in six different colours – orange, lavender, pink, butter yellow, cyan and white. That alone was a sign of a member of Pinkamena's gang.

Another thing was that the thug she met before had referred to Pinkamena as 'boss'. She was fairly certain that Atmosphere wouldn't allow Pinkamena to be called 'boss' since he had planned the whole operation. So obviously something had happened during the short time she had been gone. Question was, what had happened?

Going through a passageway, she noticed that the path had two ways to go. Deciding to go to the left, she came across a door. Frowning, she tried to open it. It was locked though. _Darn. So there goes the left-_

**SMASH**

Mitta jumped back, alarmed. Through the broken glass, she saw some sort of monstrous face glaring at her.

"**I will find you." **Arachnid snarled. **"Rip your flesh like paper."**

And with that, he left.

_Right. Not that way then. _Mitta thought. She turned and went down the other end.

Mitta's radio turned on as she walked, allowing Moonbow to say, "I've been looking into Dr Heart's records. According to her bank records, there have been multiple payments starting April until two months ago. Then nothing. The payments came from a company owned by a mister Big Cash."

"One of Atmosphere's aliases." Mitta mused. "So, Atmosphere pays Dr Heart to create his army and then all of a sudden he stops. Doesn't make any sense."

"I'll look deeper." Moonbow said.

Mitta reached the end of the tunnel and went through a door. She looked at the catacombs, thinking. _These buildings are falling apart. I can't use the grapnel. I'll have to climb up the old fashioned way._

Before Mitta could start climbing, Moonbow clicked on again. "Hey! This is odd… the payments didn't stop exactly. They were declined. Dr Heart put a block on her account."

"Sounds like she had a change of heart." Mitta decided. "She tried to block the payments. Atmosphere doesn't like it when his partners try to back out."

"So he decided to get himself back to Moongate, find the formula and create the army himself!"

"Exactly." Mitta agreed, hanging up. Looking around, she found a starting point. She pulled herself up to a ledge and then leaped to a platform.

As Mitta leaped to the platform on her right, Moonbow started talking again. "I've looked into Dr Heart's private electronic mail. The first is a resignation letter dated last week. Sounded like she was trying to get away."

Mitta jumped to the next platform then the next. "And the second?"

"A message from… Pinkamena, surprisingly enough. It's a long thread. Heart's begging to stop the experiment, says it's too dangerous. Pinkamena's not listening… let's see, random threats to her family, a couple of bad jokes… a picture of a dead foal and a threat."

"Go on."

"She says, 'Atmosphere's coming for you! He wants what he paid for!' And then another joke about wheelchairs, lovely… and a drawing of some kind of donkey." She said the last part a bit confusedly.

"No mystery as to why she's so scared." Mitta frowned. "I'm coming up to the surface, I'll find her."

Mitta walked up a fallen support column and then jumped to another platform. She jumped up to another piece of stone and then jumped to a water-flowing bridge thing. From there, she walked along another fallen column and to another piece of stone. She then jumped to the final platform and went through the tunnel.

Going through a door at the end of the tunnel, she entered a room which appeared to have a lot of stairs. She walked up them, eventually coming up to a weak wall. Getting out her Explosive Gel, she sprayed a bit on the wall and detonated.

The broken wall revealing a chasm, she leapt across it and to another door. She went through it, once again in Moongate Asylum.

* * *

**Author's Notes**

**You might be wondering, why am I releasing this when I haven't finished Atmosphere's origin story? Truth be told, it's a bit longer than I was expecting, which meant a longer break and that's not really fair to you guys. Or girls. Whichever.**

**Anyway, back to working on this and maybe once I'm finished with Dr Atmosphere's story, I'll move on to Pinkamena's.**

**Thanks for watching.**

**Potato.**


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